HG Holdings, Inc 10-K for FY2022
HG Holdings, Inc. (STLY)
About this 10-K
HG Holdings, Inc filed this 10-K on March 30, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $14.48M
- up 494.7% from $2.44M a year earlier
- Net income
- $3.74M
- up 35.5% from net income of $2.76M a year earlier
- Diluted EPS
- $1.31
- up 36.5% from $0.96 a year earlier
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
| OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
For the transition period from to
Commission file number
HG HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
| (Address of principal executive offices, Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.02 per share
Preferred Stock Purchase Rights
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ☐
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark whether the Registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.504 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act, (check one):
Large accelerated filer ☐ Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
Aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant based on the closing price on the over-the-counter market on the OTCQB on June 30, 2022, the last business day of the Registrant’s most recently completed second fiscal quarter: $
As of March 29, 2023 there were
Documents incorporated by reference: The Registrant incorporates by reference portions of the definitive proxy statement to be filed by the Registrant within 120 days of December 31, 2022 (into Items 10, 11,12, 13 and 14 of Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
| Part I | Page | |
| Item 1 |
Business |
3 |
| Item 1A |
Risk Factors |
9 |
| Item 1B |
Unresolved Staff Comments |
17 |
| Item 2 |
Properties |
17 |
| Item 3 |
Legal Proceedings |
17 |
| Item 4 |
Mine Safety Disclosures |
18 |
| Part II | ||
| Item 5 |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
18 |
| Item 6 |
[Reserved] |
19 |
| Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
| Item 7A |
Quantitative and Qualitative Disclosures About Market Risk |
25 |
| Item 8 |
Financial Statements and Supplementary Data |
25 |
| Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
25 |
| Item 9A |
Controls and Procedures |
25 |
| Item 9B |
Other Information |
26 |
| Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
26 |
| Part III | ||
| Item 10 |
Directors, Executive Officers and Corporate Governance |
26 |
| Item 11 |
Executive Compensation |
27 |
| Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
27 |
| Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
27 |
| Item 14 |
Principal Accountant Fees and Services |
27 |
| Part IV | ||
| Item 15 |
Exhibits and Financial Statement Schedules | 28 |
| Item 16 |
Form 10-K Summary |
29 |
|
|
Signatures | 30 |
| Index to Financial Statements |
F-1 |
|
PART I
Item 1. Business
General
We were incorporated in Delaware in 1984 under the name Stanley Furniture Company, Inc. Until March 2, 2018, we were a leading design, marketing and distribution resource in the upscale segment of the wood residential furniture market. On March 2, 2018, we sold substantially all our assets (the “Asset Sale”) to Stanley Furniture Company LLC, formerly known as Churchill Downs LLC (the “Buyer”) and changed our name to HG Holdings, Inc.
HG Holdings. Inc, together with its consolidated subsidiaries (the “Company,” “we,” “us,” “our,” “it,” and “its”), operates through its wholly owned subsidiaries National Consumer Title Insurance Company (“NCTIC”), National Consumer Title Group, LLC (“NCTG”), Title Agency Ventures, LLC (“TAV”), HG Managing Agency, LLC (“HGMA”), and Omega National Title Agency, LLC (“Omega”) and through an affiliated investment in HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”).
The Company engages in the business of providing title insurance through its subsidiary NCTIC and providing title agency services through its subsidiaries NCTG, TAV, and Omega. Through NCTIC, the Company underwrites land title insurance for owners and mortgagees as the primary insurer. The Company currently only provides title insurance services in the state of Florida. The Company is also engaged in real estate related activities through its equity investments in HC Realty.
The title insurance segment provides title insurance, closing and/or escrow services and similar or related services in connection with residential and commercial real estate transactions. The substantial majority of our business is dependent upon activity in the real estate and mortgage markets, which are cyclical and seasonal.
Our strategy is to profitably grow our core title insurance and settlement services business through a focus on continued improvement of our customers’ experiences with our products and services. Our growth strategy also includes potential acquisitions to expand our market share, geographic footprint, and enhance our data or technological capabilities. We remain committed to efficiently managing our business to market conditions throughout business cycles and to deploying our capital to maximize stockholder returns.
The real estate related segment invests in rental real estate through an equity investment in HC Realty. HC Realty is an internally-managed real estate investment trust (“REIT’) focused on acquiring, developing, financing, owning and managing build-to-suit or renovate-to-suit, single-tenant properties leased primarily to the U.S. government and administered by the U.S. General Services Administration (“GSA”) or directly by the federal government agencies or sub-agencies occupying such properties (referred to as “Government Properties”).
Title Insurance Segment
Our title insurance segment issues title insurance policies on residential and commercial property in the state of Florida. This segment also provides closing and/or escrow services to facilitate real estate transactions.
Overview of Title Insurance Industry
Title insurance protects against loss or damage resulting from title defects that affect real property. When real property is conveyed from one party to another, occasionally there is an undisclosed defect in the title or a mistake or omission in a prior deed, will or mortgage that may give a third party a legal claim against such property. If a covered claim is made against real property, title insurance provides indemnification against insured defects. There are two basic types of title insurance policies – one for the mortgage lender and one for the real property owner. A lender often requires the property owner to purchase a lender’s title insurance policy to protect its position as a holder of a mortgage loan, but the lender’s title insurance policy does not protect the property owner. The property owner has to purchase a separate owner’s title insurance policy to protect its investment.
Title Insurance Policies. Title insurance policies insure the interests of owners or lenders against defects in the title to real property. These defects include adverse ownership claims, liens, encumbrances or other matters affecting title. Title insurance policies generally are issued at the request of a preliminary title report or commitment, which documents the current title to the property and any exceptions and/or limitations. The preliminary title report or commitment includes specific exceptions and/or limitations (i.e. the existence of easements, restrictions, rights of way, conditions, encumbrances or other matters affecting the title to, or use of, real property), which the title agent determines through a search of public records and prior title policies.
The beneficiaries of title insurance policies generally are real estate buyers and mortgage lenders. A title insurance policy indemnifies the named insured and certain successors in interest against certain title defects, liens and encumbrances existing as of the date of the policy and not specifically excepted from its provisions. The policy typically provides coverage for the real property mortgage lender in the amount of its outstanding mortgage loan balance and for the buyer in the amount of the purchase price of the property. The potential for claims under a title insurance policy issued to a mortgage lender generally ceases upon repayment of the mortgage loan. The potential for claims under a title insurance policy issued to a buyer generally ceases upon the sale or transfer of the insured property. A title insurer, however, generally does not know when a property has been sold or refinanced except when it issues the replacement coverage. Due to these factors, the total liability of a title underwriter on outstanding policies cannot be precisely determined.
Prior to issuing title policies, title insurers attempt to reduce the risk of claim losses by performing title searches and, in most cases, curing identified title defects. A title insurance company’s primary expenses relate to such searches and examinations and the curative process of defects, preparation of title reports, policies and commitments, and facilitating the close of the real estate transaction. Claim losses typically result from errors made in the title search and examination process, from hidden defects such as fraud, forgery, incapacity, or missing heirs of the property, and from closing-related errors.
Issuing the Policy. Title insurance companies typically issue title insurance policies directly by the title insurer, through affiliated title agencies, or indirectly through independent third-party agencies unaffiliated with the title insurance company. When the policy is issued by a title insurer, the search is performed by or on behalf of the title insurer, and the premium is collected and retained by the title insurer. In a policy issued through an affiliated or independent third-party title agency, the agent performs the title search, and collects and retains a portion of the premium. The agent remits the remainder of the premium to the title insurance company as compensation for bearing the risk of loss in the event a claim is made under the policy. The percentage of the premium retained by an agent varies by geography and may be regulated by the state. The title insurance company is obligated to pay title claims in accordance with the terms of its policies, regardless of whether the title insurance company issues policies through its direct operations, affiliated agents or independent agents.
The Closing Process. In the United States, title insurance is essential to the real estate closing process in most transactions involving real property mortgage lenders. In a typical residential real estate sale transaction where title insurance is issued, a third party, such as a real estate broker or agent, lawyer or closer, orders the title insurance on behalf of an insured or in certain instances, such as with respect to a lender, the insured orders on its own behalf. Once the order has been placed and a title insurance company or an agent has determined the current status of the title to the property to its satisfaction, the title insurer or agent prepares, issues and circulates a commitment or preliminary report. The commitment or preliminary report identifies the conditions, exceptions and/or limitations that the title insurer intends to attach to the policy and identifies items appearing on the title that must be eliminated prior to closing.
In the United States, the closing or settlement function is, depending on the region, performed by a lawyer, an escrow company or a title insurance company or agent, generally referred to as a “closer.” Once documentation has been prepared and signed, and any required mortgage lender payoff demands are obtained, the transaction closes. The closer typically records the appropriate title documents and arranges the transfer of funds to pay off prior loans and extinguish the liens securing such loans. Title policies are then issued, typically insuring the priority of the mortgage of the real property mortgage lender in the amount of its mortgage loan and the buyer in the amount of the purchase price. Before a closing takes place, however, the title insurer or agent typically provides an update to the commitment to discover any adverse matters affecting title and, if any are found, works with the seller to eliminate them so that the title insurer or agent issues the title policy subject only to those exceptions to coverage which are acceptable to the title insurer, the buyer and the buyer’s lender.
Premiums. The premium for title insurance is typically due and earned in full when the real estate transaction is closed. Premiums generally are calculated with reference to the policy amount. The premium charged by a title insurer or an agent is subject to regulation in most areas. Such regulations vary from jurisdiction to jurisdiction. In the state of Florida, where all of our title insurance operations are currently, the state insurance regulator promulgates title insurance rates.
Escrow and Other Title Fees. In addition to fees for underwriting title insurance policies, we derive a significant amount of our revenues from escrow and other title-related services including closing. The escrow and other services provided include all of those typically required in connection with residential and commercial real estate purchases and refinancing activities. These fees are earned when the title policy is issued. Escrow and other title fees included in our title insurance segment represented approximately 20% of total title insurance segment revenues in 2022.
Title Insurance Operations
Overview. The Company issues title insurance policies in Florida through its home office and through a network of affiliated and independent title agents. In the state of Florida, issuing agents are independent agents or subsidiaries of community and regional mortgage lending institutions, depending on local customs and regulations.
Revenues for the title insurance segment primarily result from purchases of new and existing residential and commercial real estate, refinance activity and certain other types of mortgage lending such as home equity lines of credit. Title insurance premiums vary from state to state and are subject to extensive regulation. Statutes generally provide that rates must not be excessive, inadequate or unfairly discriminatory. The process of implementing a rate change in most states involves pre-approval by the applicable state insurance regulator.
The substantial majority of our title insurance business is dependent upon the overall level of residential and commercial real estate activity and mortgage markets, which are cyclical and seasonal. Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months and is sensitive to interest rates. Refinance activity is not seasonal, but is generally correlated with changes in interest rates and general economic cycles. Commercial real estate volumes are less sensitive to changes in interest rates than residential real estate volumes, but fluctuate based on local supply and demand conditions and financing availability. Commercial real estate historically has elevated activity towards the end of the year. However, changes in general economic conditions in the United States and abroad, can cause fluctuations in these traditional patterns of real estate activity, and changes in the general economic conditions in a geography can cause fluctuations in these traditional patterns of real estate activity in that geography.
The Company’s revenue from title insurance premiums in future periods are likely to fluctuate due to these and other factors which are beyond management’s control.
Distribution, Sales and Marketing. We distribute our title insurance policies and related products and services through our direct and agent (affiliated and independent) channels. In our direct channel, the distribution of our policies and related products and services occurs through sales representatives located throughout our geographic footprint. Title insurance policies issued, and other products and services delivered through, this channel are primarily delivered in connection with sales and refinances of residential and commercial real property.
Within the direct channel, our sales and marketing efforts are focused on the primary sources of business referrals. For residential business, we generally market to real estate agents and brokers, mortgage brokers, real estate attorneys, mortgage originators, homebuilders and escrow service providers. For the refinance business, we market primarily to mortgage originators and servicers. For the commercial business, we market primarily to commercial real estate professionals, law firms, commercial lenders, commercial brokers and mortgage brokers.
In our agency channel, we issue policies in accordance with agreements with authorized agents. The agency agreements typically state the conditions under which the agent is authorized to issue our title insurance policies. The agency agreement specifies the services and price, if not regulated by the state, for those services and typically describes the circumstances under which the agent may be liable if a policy loss occurs. As is standard in the industry, title agents operate largely independent of the Company and may act as agents for other title insurers.
Within the agency channel, our sales and marketing efforts are directed at the agents themselves and emphasize the quality and timeliness of our underwriting, our customer service and other title service offerings.
Reserves for Title Claims. We reserve for claim losses associated with title insurance policies based upon our historical loss patterns and other factors by a charge to expense when the related premium revenue is recognized. The reserve for incurred but not reported (“IBNR”) claims, together with the reserve for known claims, reflects management’s best estimate of the total costs required to settle all current and future claims on title insurance policies issued through December 31, 2022, and are considered to be adequate for such purpose. We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate.
Reinsurance. Within our title insurance segment, we limit our maximum loss by reinsuring risk of loss with other insurers (“reinsurers”) under reinsurance agreements. In reinsurance arrangements, the primary insurer retains a certain amount of risk under a policy and cedes the remainder of the risk under the policy to the reinsurer. In exchange for accepting the risk of loss, the primary insurer pays the reinsurer premiums and benefits. The primary insurer generally remains liable to its insured for the total risk, but is reinsured for a portion of the total risk under the terms of the reinsurance agreement.
Competition. Competition for title insurance, escrow and other title services is based primarily on service, quality, price, customer relationships and the ease of access and use of our products. The number of competing companies and the size of such companies vary significantly by geographic regions. The four largest title insurance companies typically maintain greater than 80% of the market for title insurance in the United States. In our principal market, competitors include other major title underwriters such as Fidelity National Financial, First American Financial Corporation, Old Republic International Corporation, Stewart Information Services Corporation, Westcor Land Title Insurance Company, and WFG National Title Insurance Company, as well as other regional title insurance companies, underwritten title companies and independent agency operations. Certain title insurers may have greater financial resources, larger distribution networks and more diverse offerings and geographic footprint than us. The addition or removal of regulatory barriers and/or new technologies may result in changes to competition in the title insurance business. Numerous agency operations throughout our geographic footprint also provide aggressive competition to our wholly owned agency.
Regulation. Our title insurance subsidiaries are subject to extensive regulation under applicable state laws. The title insurer is subject to a holding company act in its state of domicile, which regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates. State statutes establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting practices, financial practices, establishing reserve and capital and surplus, defining suitable investments for reserves and surplus, and approving premium rate schedules.
Real Estate Related Segment
The Company engages in rental real estate through our equity investment in HC Realty. HC Realty is an internally-managed REIT focused on acquiring, developing, financing, owning and managing Government Properties. HC Realty invests primarily in Government Properties ranging from 10,000 to 100,000 rentable square feet that are in their initial lease term after original construction or renovation-to-suit. HC Realty further emphasizes Government Properties that perform law enforcement, public service or other functions that support the mission of the agencies or sub-agencies occupying such properties. Leases associated with the Government Properties in which HC Realty invests are full faith and credit obligations of the United States of America. HC Realty intends to grow its portfolio primarily through direct acquisitions and development of Government Properties; although, HC Realty may elect to invest in Government Properties through indirect investments, such as joint ventures.
On March 19, 2019, we purchased 300,000 shares of HC Realty’s Common Stock (the “HC Common Stock”) for an aggregate purchase price of $3,000,000 and 200,000 shares of HC Realty’s 10.00% Series B Cumulative Convertible Preferred Stock (the “HC Series B Stock”) for an aggregate purchase price of $2,000,000. On April 3, April 9, and June 29, 2020, the Company entered into subscription agreements with HC Realty, pursuant to which we purchased 100,000, 250,000, and 475,000 shares of HC Series B Stock, respectively, for an aggregate purchase price of $8,250,000. As a result of these purchases, we currently own 33.9% of the voting interest of HC Realty.
Certain other investors, including certain investors affiliated with Hale Partnership Capital Management, LLC (“HPCM”), purchased an additional 850,000 shares of HC Series B Stock for an aggregate purchase price of $8,500,000 on March 19, 2019. While some of these investors have other investments with HPCM, each of these investors made a separate and direct investment in HC Realty and HPCM does not receive management fees, performance fees, or any other economic benefits with respect to these investors’ investments in HC Series B Stock.
Steven A. Hale II, our Chairman and Chief Executive Officer, serves as HC Realty’s Chairman and Chief Executive Officer and a member of the HC Realty board of directors. In addition, Mr. Hale, and certain investors affiliated with Mr. Hale, founded HPCM, and Mr. Hale currently serves as HPCM’s sole manager.
Additional information on HC Common Stock, HC Series B Stock and HC Realty is disclosed in the Annex D to the prospectus included in our Registration Statement (No. 333-235539) on Form S-1, as amended, filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2020, which Annex D is incorporated herein by reference. . Additionally, HC Realty makes certain filings with the SEC, such as annual and semi-annual reports, which are available free of charge through the SEC’s website, www.sec.gov. Such filings are not incorporated into and do not constitute a part of this Annual Report on Form 10-K.
Reinsurance Related Segment
The Company, through the formation of White Rock USA Cell 47, engaged in providing another insurance company excess-of-loss reinsurance coverage related to catastrophic weather risk in Texas. The current reinsurance contract (refer to Note 10 Reinsurance in the accompanying notes to consolidated financial statements included in this Annual Report on Form 10-K) expired on December 31, 2022; however, the Company may actively look to provide reinsurance coverage to other carriers as future opportunities arise.
Management Services Related Segment
The Company, through its wholly-owned subsidiary HGMA, engages in providing management advisory services including formation, operational, and restructuring services. HGMA was engaged on June 30, 2022, to develop a restructuring plan for an insurance holding company’s non-statutory entities, including identifying costs savings and other necessary or advisable steps. Upon approval of such plan by the board of directors of the holding company, HGMA was contracted to oversee the implementation of such plan. The Company may continue to actively look to provide management advisory services as future opportunities arise.
For information about our reportable segments refer to Note 17 Segment Information in the accompanying notes to consolidated financial statements included in this Annual Report on Form 10-K.
Forward-Looking Statements
Certain statements made in this report are not based on historical facts but are forward-looking statements within the meaning of applicable securities laws. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “may,” “will,” “should,” “could,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These statements reflect our reasonable judgment with respect to future events, are not guarantees of future performance, and are subject to risks and uncertainties, some of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include the occurrence of events that negatively impact the Company’s liquidity in such a way as to limit or eliminate the Company’s ability to use its cash on hand to fund further asset acquisitions, an inability on the part of the Company to identify additional suitable businesses to acquire or develop, and the occurrence of events that negatively impact the Company’s title insurance operations and/or the business or assets of HC Realty and the value of our investment in HC Realty. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We caution readers not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date this Annual Report on Form 10-K is filed with the SEC. We make no representation, express or implied, about the accuracy of any such forward-looking statements contained hereunder. Except as otherwise required by federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.
Stockholders should carefully review the Item IA. Risk Factors section below for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition.
Information about our Executive Officers
Our executive officers, who are elected annually, and their ages as of January 1, 2023 are as follows:
| Name |
Age |
Position |
||
| Steven A. Hale II |
39 |
Chairman, Chief Executive Officer and Director |
||
| Justin H. Edenfield |
42 |
Principal Financial and Accounting Officer; Secretary |
Steven A. Hale II is the founder of HPCM, an asset management firm that serves as the investment manager to certain privately held investment partnerships. Mr. Hale has held this position since 2010. From 2007 to 2010, prior to founding HPCM, Mr. Hale was an associate director with Babson Capital Management, LLC, an asset management firm, where he had responsibility for coverage of distressed debt investments across a variety of industries. From 2005 to 2007, Mr. Hale was a leveraged finance analyst with Banc of America Securities. Mr. Hale has served as a director of the Company since February 2017, as Chairman of the Company’s Board of Directors since November 2017 and as an officer of the Company since March 2018. Mr. Hale has also served as the Chairman and Chief Executive Officer of HC Realty since March 2019.
Justin H. Edenfield joined the Company in January 2022 as the Chief Financial Officer of NCTI, a wholly-owned subsidiary of the Company. Prior to joining the Company, Mr. Edenfield was the Chief Financial Officer and Director of a privately-held group of Florida domestic insurance carriers focused in property & casualty insurance. Prior to taking on that role, Mr. Edenfield spent 12 years in public accounting at Thomas Howell Ferguson P.A. Mr. Edenfield has served as an officer of the Company since August 2022.
Employees
As of December 31, 2022, we had 76 employees, including 76 full-time employees.
Available Information
Our principal Internet address is www.hgholdingsinc.net. We make available, free of charge, on this web site our annual, quarterly and current reports, proxy statements, and other filings with the SEC, including amendments to such filings, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These filings are also available free of charge through the SEC’s website, www.sec.gov
In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing, telephoning or e-mailing us at the following address, telephone number or e-mail address:
HG Holdings, Inc.
2115 E. 7th Street, Suite 101
Charlotte, North Carolina 28204
Attention: Mr. Steven A. Hale II
Telephone: 850-772-0698
Email: investor@hgholdingsinc.net
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. You should consider carefully the specific risk factors described below in addition to the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes included elsewhere in this Annual Report on Form 10-K, before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition, results of operations or prospects could be materially and adversely affected. This could cause the trading price of our common stock to decline and a loss of all or part of your investment.
Risks related to the Company
We may not receive the amount owed to us under the subordinated secured promissory note from Stone & Leigh, LLC (“S&L”).
As part of the consideration for the Asset Sale, the Buyer issued to the Company a subordinated secured promissory note in the principal amount of approximately $7.4 million (the “Original Note”). In September 2018, the Buyer sold certain of its assets, including certain inventory and the Stone & Leigh tradename, to S&L. As part of such sale, the Buyer assigned certain of its rights and obligations under the Original Note to S&L, the Company and the Buyer entered into an amended and restated subordinated secured promissory note in the principal amount of $3.3 million as of the assignment date (the “A&R Note”), and the Company and S&L entered into a new subordinated secured promissory note in the principal amount of $4.4 million as of the assignment date (the “S&L Note”). The S&L Note which had an outstanding principal amount of $3.1 million as of December 31, 2022, matured and the entire principal amount is payable as of March 2, 2023. During 2022 and 2021, we recorded impairment losses of $992,000 and $701,000, respectively, on the S&L Note as a result of our belief, based on current information and events, including the impact of the COVID-19 pandemic on S&L’s business and its customers, that we would not be able to collect the entire amount due under the S&L Note. There is no guarantee that S&L will pay us the amounts owed under the S&L Note.
An “ownership change” could limit the use of our net operating loss carryforwards and our potential to derive a benefit from our net operating loss carryforwards.
If an “ownership change” occurs pursuant to applicable statutory regulations, we are potentially subject to limitations on the use of our net operating loss carryforwards which in turn could adversely impact our potential to derive a benefit from our net operating loss carryforwards. While we have entered into a rights agreement designed to preserve and protect our net operating loss carryforwards, there is no guarantee that the rights agreement will prevent us from experiencing an ownership change and, therefore, having a limitation on our ability to use our net operating loss carryforwards. In general, an “ownership change” would occur if there is a cumulative change in the ownership of our common stock of more than 50% by one or more “5% shareholders” during a three-year test period.
Failure to successfully identify, acquire and, to the extent applicable, operate non-furniture related assets could cause our stock price to decline.
We continue evaluating alternatives for using remaining cash proceeds from the Asset Sale and our June 2020 offering of rights to purchase 19,500,000 shares of our common stock at a purchase price of $0.65 per share to stockholders of record as of May 18, 2020 (the “Rights Offering”) to acquire non-furniture related assets. Since the Asset Sale, we have obtained an equity interest in HC Realty and completed the acquisition of NCTIC and NCTG. We may not be able to acquire other profitable assets with the remaining cash proceeds of the Asset Sale and the Rights Offering. In addition, any assets that we do acquire, including the acquisition of our title insurance subsidiaries, and our equity interest in HC Realty, may not be profitable. If we are not successful in identifying, acquiring and, to the extent applicable, operating non-furniture related assets, our stock price may decline.
We have limited operating history in the title insurance and title agency businesses, and therefore, with respect to certain assets, we will be subject to the risks inherent in establishing a new line of business.
We have limited operating history in the title insurance and title agency lines of business. Accordingly, our future success may in part be subject to the risks, expenses, problems and delays inherent in establishing a new line of business and the ultimate success of such new business cannot be assured.
Resources may be expended in researching potential acquisitions that might not be consummated.
The investigation of additional non-furniture company assets to acquire and the negotiation, drafting and execution of relevant agreements and other documents will require substantial management time and attention in addition to potentially incurring legal and other professional expenses. If a decision is made not to complete a specific acquisition, the costs incurred up to that point for the proposed transaction likely would not be recoverable. As of December 31, 2022, and December 31, 2021, we had incurred no such related expenses. Furthermore, even if an agreement is reached relating to a specific acquisition, we may fail to consummate the acquisition for any number of reasons including those beyond our control.
We may be required to register under the Investment Company Act of 1940, as amended (the “1940 Act”).
Under Section 3(a)(l) of the 1940 Act, an issuer is deemed to be an investment company if it is engaged in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. The 1940 Act defines “investment securities” broadly to include virtually all securities except U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves regulated or exempt investment companies. Consequently, the S&L Note, as well as the securities of HC Realty we hold, may be considered investment securities and we may fall within the scope of Section 3(a)(1)(C) of the 1940 Act.
A company that falls within the scope of Section 3(a)(1)(C) of the 1940 Act can avoid being regulated as an investment company if it can rely on certain of the exclusions or exemptions under the 1940 Act. One such exclusion is Rule 3a-2 under the 1940 Act, which temporarily relieves certain issuers that are in transition to a non-investment company business from regulation under the1940 Act (a “transient investment company”). The rule provides a one-year safe harbor for a company to comply with another exemption or exclusion under the 1940 Act provided that the company has a bona fide intent to be primarily engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities. The one-year grace period started on the date of the Asset Sale, which was March 2, 2018, and ended on March 2, 2019. We did not acquire sufficient assets within one year from closing the Asset Sale as contemplated by Rule 3a-2 under the 1940 Act. There is no assurance that we will not be deemed subject to the 1940 Act and be required to register as an investment company.
While in transient investment company status, we actively pursued alternatives for using cash proceeds from the Asset Sale for the acquisition of non-furniture related assets and acquired an equity interest in HC Realty on March 19, 2019. On April 3, 2020, April 29, 2020, and June 29, 2020 we purchased an aggregate of 825,000 additional shares of HC Series B Stock for an aggregate purchase price of $8.25 million. As a result of these purchases, we now own approximately 33.9% of the voting interest in HC Realty. We believe that these additional purchases allow us to rely on the exemption from investment company registration set forth in Rule 3a-1 of the 1940 Act because we own (i) at least 25% of the voting securities of HC Realty , resulting in us being presumed to control HC Realty within the meaning of Section 2(a)(9) of the 1940 Act and (ii) a sufficient number of shares of HC Series B Stock so that we primarily control HC Realty within the meaning of Rule 3a-1 of the 1940 Act.
The Company has not sought or obtained an exemptive order, no-action letter or any other assurances from the SEC or its staff regarding the Company’s ability to rely on Rule 3a-2 or Rule 3a-1 of the 1940 Act, nor has the SEC or its staff provided any such order, no-action letter or other assurances. If we are required to register under the 1940 Act, compliance with these additional regulatory burdens would significantly increase our operating expenses. Registered investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates.
Risks related to our investment in HC Realty
Our investment in HC Realty may lose value.
We acquired an equity interest in HC Realty on March 19, 2019, by purchasing HC Common Stock and HC Series B Stock. We acquired additional HC Series B Stock on April 3, April 29, and June 29, 2020. As a result of these stock purchases, we currently own 33.9% of the voting interest of HC Realty. There is no guarantee that HC Realty will be successful implementing its business strategy for the acquisition, development, financing, ownership and management of Government Properties and as a result our HC Common Stock and HC Series B Stock may lose value.
The value of our equity investment in HC Realty would be adversely affected if HC Realty failed to qualify as a REIT.
HC Realty has elected to be treated as a REIT for U.S. federal income tax purposes. HC Realty’s continued qualification as a REIT depends on its satisfaction of certain asset, income, organizational, distribution and stockholder ownership requirements on a continuing basis. HC Realty’s ability to satisfy some of the asset tests depends upon the fair market values of its assets, some of which are not able to be precisely determined and for which HC Realty has indicated it will not obtain independent appraisals. If HC Realty fails to qualify as a REIT in any taxable year, and certain statutory relief provisions are not available, HC Realty would be subject to U.S. federal income tax on its taxable income at regular corporate rates and distributions to stockholders would not be deductible by it in computing its taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution. Unless entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended, HC Realty also would be disqualified from taxation as a REIT for the four taxable years following the year during which HC Realty ceased to qualify as a REIT. In addition, if HC Realty fails to qualify as a REIT, HC Realty will no longer be required to make distributions. As a result of all these factors, HC Realty’s failure to qualify as a REIT could impair its ability to expand business and raise capital and could adversely affect the value of our HC Common Stock and HC Series B Stock.
Risks related to our title insurance businesses
Conditions in the real estate market generally impact the demand for a substantial portion of the Company’s title insurance subsidiaries’ products and services and NCTIC’s title claims experience.
Demand for a substantial portion of the Company’s title insurance subsidiaries’ products and services generally decreases as the number of real estate transactions in which its products and services are purchased decreases. The number of real estate transactions in which the insurance subsidiaries’ products and services are purchased typically decreases in the following situations, among others:
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When mortgage interest rates are high or rising; |
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When the availability of credit, including commercial and residential mortgage funding, is limited; and |
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When real estate affordability is declining. |
There is an additional risk that these circumstances, particularly when combined with declining real estate values and the increase in foreclosures that often results therefrom, may adversely impact NCTIC’s title claims experience. National inventory levels for residential real estate have been declining over the past several years and remain below historical average levels. Combined with the rapidly rising mortgage interest rates in 2022 that have decreased demand, the number of residential purchase transactions have declined. Residential refinance activity is also strongly correlated with changes in mortgage interest rates, and rising mortgage rates during 2022 have, expectedly, had an adverse impact on the Company’s refinance business that is expected to continue for so long as mortgage rates continue to rise or if they subsequently remain high relative to the interest rates of outstanding mortgages. Higher interest rates also negatively impacted commercial transactions in the latter half of 2022 and will likely continue to impact our volumes in 2023.
Unfavorable economic conditions may adversely affect our title insurance subsidiaries businesses.
Historically, uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and a general decline in the value of real property, have created a difficult operating environment for our title insurance subsidiaries’ core title and settlement businesses.
The demand for our title insurance services is dependent primarily on the volume of residential and commercial real estate transactions. The volume of these transactions historically has been influenced by such factors as mortgage interest rates, inventory, affordability, availability of financing and the overall state of the economy. The Federal Reserve raised the federal funds rate a total of seven times throughout 2022, resulting in a range from 4.25% to 4.50% as of December 31, 2022. It is expected that the Federal Reserve may continue to increase the federal funds rate during 2023 to, among other things, control inflation. Should the Federal Reserve continue to raise rates in the future, this will likely result in further increases in market interest rates. Typically, when interest rates are increasing or when the economy is experiencing a downturn, real estate activity declines. As a result, the title insurance industry tends to experience decreased revenues and earnings, and potentially increased title claims experience.
Unfavorable economic conditions also tend to negatively impact the amount of funds NCTIC receives from third parties to be held in trust pending the closing of commercial and residential real estate transactions. During periods of unfavorable economic conditions, the return on these funds deposited with third party financial institutions, tends to decline.
In addition, title agencies, such as Omega, NCTG and TAV, and the companies in which NCTIC has securities in its investment portfolio, may be negatively impacted by unfavorable economic conditions.
Our revenues and results of operations have been and may in the future be adversely affected by a decline in real estate prices, real estate activity and the availability of financing alternatives. Deterioration in the macroeconomic environment generally causes weakness or adverse changes in the level of real estate activity, which could have a material adverse effect on our consolidated financial condition or results of operations. Also, we may not be able to accurately predict the effects of periods or expectations of high or rapidly rising inflation rates, and governmental responses thereto, and may not respond in a timely or adequate manner to mitigate the negative effects of such inflation, such as decreases in the demand for our products and services and higher labor and other expenses. Depending upon the ultimate severity and duration of any economic downturn, the resulting effects on our title insurance subsidiaries’ businesses could be materially adverse, including a significant reduction in revenues, earnings and cash flows, deterioration in the value of or return on their investments and increased credit risk from customers and others with obligations to our title insurance subsidiaries.
Changes in NCTIC’s relationships with large mortgage lenders or government–sponsored enterprises could adversely affect the Company.
Large mortgage lenders and government-sponsored enterprises, because of their significant role in the mortgage process, have significant influence over NCTIC and other service providers. Changes in NCTIC’s relationship with any of these lenders or government-sponsored enterprises, the loss of all or a portion of the business NCTIC derives from these parties, any refusal of these parties to accept NCTIC’s products and services, the modification of the government-sponsored enterprises’ requirement for title insurance in connection with mortgages they purchase or the use of alternatives to NCTIC’s products and services, could have a material adverse effect on NCTIC.
A downgrade by ratings agencies, reductions in statutory capital and surplus maintained by NCTIC, the Company’s title insurance underwriter, or a deterioration in other measures of financial strength could adversely affect the Company.
The financial strength of NCTIC may be measured by ratings provided by ratings agencies . Demotech, Inc. currently rates NCTIC’s operations. NCTIC’s financial strength ratings are “Exceptional” or “A” by Demotech, Inc. This rating provides the ratings agency’s perspective on NCTIC’s financial strength, operating performance and cash generating ability. The ratings agency will continually review these ratings and the ratings are subject to change. If NCTIC’s ratings are downgraded from current levels by Demotech, Inc. or any other ratings agencies, NCTIC’s ability to retain existing customers and develop new customer relationships may be negatively impacted, which could result in a material adverse impact on our consolidated financial condition or results of operations.
Statutory capital and surplus, or the amount by which statutory assets exceed statutory liabilities, is also a measure of financial strength. Accordingly, if the statutory capital and surplus of NCTIC is reduced from the current level, or if there is a deterioration in other measures of financial strength, NCTIC’s results of operations, competitive position and liquidity could be adversely affected.
The issuance of a title insurance policies and related activities by title agents, some of which operate with substantial independence from the Company, could adversely affect NCTIC.
The Company’s title insurance subsidiaries issue a significant portion of their policies through title agents, some that may operate largely independent of the Company. There is no guarantee that these title agents will fulfill their contractual obligations to the Company’s title insurance subsidiaries, which contracts include limitations that are designed to limit the Company’s title insurance subsidiaries’ risk with respect to the title agents’ activities. In addition, regulators are increasingly seeking to hold companies such as the Company’s title insurance subsidiaries responsible for the actions of these title agents and, under certain circumstances, the Company’s title insurance subsidiaries may be held liable directly to third parties for actions (including defalcations) or omissions of these title agents. As a result, the use of title agents by the Company’s title insurance subsidiaries could result in increased claims on the policies issued through title agents and an increase in other costs and expenses.
Competition in the title insurance industry may affect our revenues.
Competition in the title insurance industry is intense, particularly with respect to price, service and expertise. Larger commercial customers and mortgage originators also look to the size and financial strength of a title insurer. The four largest title insurance companies typically maintain greater than 80% of the market for title insurance in the United States. In our principal market, competitors include other major title underwriters such as Fidelity National Financial, First American Financial Corporation, Old Republic International Corporation, Stewart Information Services Corporation, Westcor Land Title Insurance Company, and WFG National Title Insurance Company, as well as other regional title insurance companies, underwritten title companies and independent agency operations. Although we are not aware of any current initiatives to reduce regulatory barriers to entering our industry, any such reduction could result in new competitors, including financial services firms or institutions, entering the title insurance business. From time-to-time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. Further, advances in technologies could, over time, significantly disrupt the traditional business model of financial services and real estate-related companies, including title insurance. These alternative products or disruptive technologies, if permitted by regulators, could have a material adverse effect on our revenues and earnings.
Errors and fraud involving the transfer of funds may adversely affect the Company’s insurance subsidiaries.
The Company’s insurance subsidiaries rely on their systems, employees and domestic banks to transfer funds on behalf of the Company’s insurance subsidiaries as well as title agents that are not affiliates of the Company. These transfers are susceptible to user input error, fraud, system interruptions, incorrect processing and similar errors that from time-to-time result in lost funds or delayed transactions. The Company’s insurance subsidiaries’ email and computer systems and systems used by its agents, customers and other parties involved in a transaction may be subject to, and may continue to be the target of, fraudulent attacks, including attempts to cause the Company’s insurance subsidiaries or its agents to improperly transfer funds. Funds transferred to a fraudulent recipient are often not recoverable. In certain instances, the Company’s insurance subsidiaries may be liable for those unrecovered funds. The controls and procedures used by the Company’s insurance subsidiaries to prevent transfer errors and fraud may prove inadequate, resulting in financial losses, reputational harm, loss of customers or other adverse consequences which could be material.
Regulatory oversight and changes in government regulation could prohibit or limit the Company or its insurance subsidiaries’ operations, make it more costly or burdensome to conduct such operations or result in decreased demand for their products and services.
The title insurance business is regulated by various federal, state, and local governmental agencies and operates within statutory guidelines. The industry in which the title insurance business operates and the markets into which it sells its products are also regulated and subject to statutory guidelines. In general, the title insurance business may be subject to increasing regulatory oversight and increasingly complex statutory guidelines. This may be due, among other factors, to the passing of, and significant changes in, laws and regulations pertaining to privacy and data protection.
Regulatory oversight could require the Company to raise capital, and/or make it more difficult to deploy capital. For example, regulatory capital requirements for the Company have historically applied only at the subsidiary level, specifically the insurance underwriter subsidiaries. However, the National Association of Insurance Commissioners has issued a proposal for group capital calculations. The proposal, if finalized and adopted in its current form, may apply to the Company at the group level and would be in addition to existing subsidiary-level capital requirements. It is possible that the requirements, particularly in an economic downturn, could have the effect of requiring the Company to raise capital and/or making it more difficult to otherwise deploy capital.
In addition, changes in the applicable regulatory environment, statutory guidelines or interpretations of existing regulations or statutes, enhanced governmental oversight or efforts by governmental agencies to cause customers to refrain from using the Company’s insurance subsidiaries’ products or services could prohibit or limit their future operations or make it more costly or burdensome to conduct such operations or result in decreased demand for their products and services or a change in their competitive position. The impact of these changes would be more significant if they involve the Florida jurisdiction, as all of the Company’s title premiums are currently generated in the state of Florida. These changes may compel the Company to reduce its prices, may restrict its ability to implement price increases or acquire assets or businesses, may limit the manner in which the Company conducts its business or otherwise may have a negative impact on its ability to generate revenues, earnings and cash flows.
Regulation of title insurance rates could adversely affect the Company.
Title insurance rates are subject to extensive regulation, which varies from state to state. Our title insurance subsidiaries currently only operate in the state of Florida. In Florida, rates are promulgated by the state insurance regulator. The Company’s insurance subsidiaries’ ability to promptly adapt to changing market dynamics through price adjustments may be limited due to the rates promulgated by the state’s insurance regulator, particularly in a rapidly declining market.
The Company’s title insurance business may be adversely affected by business or regulatory conditions that disproportionately affect Florida.
The Company’s title insurance subsidiaries currently only operate in the state of Florida. As a result of the significant income derived from customers in this state, the Company’s title insurance business is exposed to adverse business or regulatory conditions that significantly or disproportionally affect Florida. For example, a declining business climate or real estate market that is localized in Florida could have an adverse effect on the title insurance segment’s results of operations. Adverse regulatory developments, including reductions in rates or increased regulatory or capital requirements in Florida could similarly adversely affect the title insurance segment’s business, financial condition and results of operations.
Changes in certain laws and regulations, and in the regulatory environment in which the Company operates, could adversely affect the Company.
Federal and state officials are discussing various potential changes to laws and regulations that could impact the Company’s businesses, including the reform of government-sponsored enterprises such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (Freddie Mac) and additional data privacy regulations, among others. Changes in these areas, and more generally in the regulatory environment in which the Company’s insurance subsidiaries and its customers operate, could adversely impact the volume of mortgage originations in the United States and the Company’s insurance subsidiaries competitive position and results of operations.
Actual claims experience could materially vary from the expected claims experience reflected in the NCTIC’s reserve for incurred but not reported claims.
NCTIC maintains a reserve for IBNR claims pertaining to its title, insurance products. The majority of this reserve pertains to title insurance policies, which are long-duration contracts with the majority of the claims reported within the first few years following the issuance of the policy. Generally, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. Loss rates for recent policy years, positive or negative, may vary significantly given the long duration nature of a title insurance policy. In uncertain economic times, such as those currently being experienced as a result of the COVID-19 pandemic, rising inflation and rising interest rates, larger changes may be more likely. Material changes in expected ultimate losses and corresponding loss rates for older policy years is also possible, particularly for policy years with loss ratios exceeding historical norms. The estimates made in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.
Changes in laws or regulations impacting real estate, particularly when applied retroactively, may cause a material change in expected ultimate losses and corresponding loss rates for recent and/or older policy years.
We have recorded goodwill as a result of prior acquisitions, and an economic downturn could cause these balances to become impaired, requiring write-downs that would reduce our operating income.
Goodwill aggregated approximately $6.5 million, or approximately 15.8% of our total assets as of December 31, 2022. Current accounting rules require that goodwill be assessed for impairment at least annually or whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. Factors that may be considered a change in circumstance indicating the carrying value of our goodwill may not be recoverable include, but are not limited to, significant underperformance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization, and negative industry or economic trends. As of December 31, 2022, management has deemed there is no impairment of our recorded goodwill. However, if there is an economic downturn in the future, the carrying amount of our goodwill may no longer be recoverable, and we may be required to record an impairment charge, which would have a negative impact on our results of operations and financial condition. Management will continue to monitor our operating results, our market capitalization, and the impact of the economy to determine if there is an impairment of goodwill in future periods.
Risks related to the effects of COVID-19 and other potential health crises, climate change, severe weather or other catastrophic events
The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, economic activity nationally and globally. These economic and market conditions and other effects resulting from COVID-19 may adversely affect us. S&L’s ability to make payments to us under the S&L Note may continue to be adversely impacted by the COVID-19 pandemic as S&L’s operations may continue to be adversely impacted by disruptions to the supply chain and distribution channels for its products caused by the pandemic. Consequently, we may have to record additional impairment charges with respect to the S&L Note.
We will also monitor the impact of the COVID-19 pandemic on our investment in HC Realty, but we do not currently anticipate a significant impact as HC Realty holds properties that are leased primarily to the U.S. government for occupancy by federal agencies and sub-agencies. Many of these federal agencies and sub-agencies are deemed essential and continued operations amidst the various federal, state, and local restrictions aimed at slowing the spread of COVID-19. It is possible, however, that a resurgence in COVID-19 cases resulting in tighter restrictions may have the effect of heightening adverse impacts to HC Realty’s operations.
We will also monitor the impact of the COVID-19 pandemic on our title insurance subsidiaries’ products and services. The COVID-19 pandemic has caused the Company’s title insurance subsidiaries to modify their business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and the Company may take further actions as may be required by government authorities or that the Company believes is in the best interests of its employees. The extent to which COVID-19 impacts the Company's future operations, primarily its impact on the demand for real estate transactions, will depend on uncertain developments, including the duration and severity of the pandemic (including any of its variants), as well as uncertainty regarding the effects of government measures already taken, and which may be taken or continued in the future, to continue to combat the spread of the virus and any of its variants, and/or provide additional economic stimulus. This situation is continually changing, and additional impacts may arise that the Company is not aware of currently. It is not currently possible to predict the extent that COVID-19 will impact the Company's title insurance subsidiaries financial position or results of operation, although it is possible that it could have a material adverse effect on the Company's business.
Climate change, extreme weather conditions and catastrophic events, such as future infectious diseases, natural disasters and terrorist attacks, could have a material adverse effect on the Company’s future results of operations and financial condition. The Company’s business operations could be impacted, including availability of key Company personnel or the Company’s information technology systems, by volatility of real estate prices, significant climate migration, and disruptions to the real estate environment or financial markets. Given the unpredictable nature of these events with respect to size, severity, duration and geographic location, it is not currently possible to quantify the ultimate impact that they may have on the Company’s business.
Other Risks related to the reinsurance business
Lossess associated with our reinsurance business could reduce our liquidity and adversely affect our results from operations.
Our reinsurance business exposes us to risks arising from catastrophes. Catastrophes can be caused by various natural events, including but not limited to hurricanes, tropical storms, tornadoes, windstorms, earthquakes, hail, and other severe weather events. The frequency and severity of weather conditions are inherently unpredictable, but the frequency and severity of property claims generally increase when severe weather conditions occur.
Catastrophes could be more frequent or severe than contemplated in our pricing and risk management models and may have a material adverse effect on our results from operations during any reporting period due to increases in the losses and loss adjustment expenses ceded to us. Catastrophes losses, in excess of the reinsurance premium received, may reduce liquidity and adversely affect our results from operations in any reporting period. We will continue to pursue opportunities to provide reinsurance to other carriers and limit risks related to catastrophe losses by pricing risks aggressively and limiting triggering loss events through policy language.
Risks related to our common stock
Our common stock is traded on the OTCQB and there may be limited ability to trade our common stock.
Trading of our common stock is currently conducted in the over-the-counter market on the OTCQB, which is generally a less active, and therefore a less liquid, trading market than other types of markets such as stock exchanges. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock than if our stock was traded on other markets.
Risks related to our management
Our Chairman and Chief Executive Officer, who is also a director, may have potential or actual conflicts of interest because of his positions with HPCM and HC Realty.
Steven A. Hale II, our Chairman and Chief Executive Officer, is the sole manager of HPCM which serves as the investment adviser for the Hale Partnership Fund, L.P. and related entities (collectively, the “Hale Funds”) and two current holders of HC Series B Stock. The Hale Funds own approximately 33.9% of our outstanding common stock. We also own HC Series B Stock and HC Common Stock. Mr. Hale also serves as Chairman and Chief Executive Officer and a director of HC Realty.
Mr. Hale owes fiduciary duties to us, as well as to HC Realty as a result of his position with HC Realty and to the Hale Funds and two current holders of HC Series B Stock as a result of his position with HPCM, the investment adviser to these parties. As a result, Mr. Hale may have potential or actual conflicts of interest when faced with decisions that could have different implications for us and HC Realty. In addition, Mr. Hale may have potential or actual conflicts of interest when faced with decisions that could have different implications for us and the Hale Funds or the two holders of HC Series B Stock advised by HPCM. For example, these potential conflicts could arise over matters such as funding and capital matters.
Our executive officers, directors and 10% stockholders have significant voting power and may vote their shares in a manner that is not in the best interest of other stockholders.
Our current executive officers, directors and 10% stockholders control approximately 76.0% of the voting power represented by our outstanding common stock. If these stockholders act together, they may be able to exert significant control over our management and affairs requiring stockholder approval, such as the election of directors or the dissolution of the Company. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our stockholders.
Our Chief Executive Officer, who will be employed on a part-time basis for the foreseeable future, currently has outside business interests that will require his time and attention and may interfere with his ability to devote all of his time to our business, which may adversely affect our business and operations.
Our Chief Executive Officer will be employed for the foreseeable future on a part-time basis and have outside business interests that could require substantial time and attention. Our Chief Executive Officer is associated with HPCM and devotes significant time to its affairs. Our Chief Executive Officer is also associated with HC Realty. We cannot accurately predict the amount of time and attention that will be required of our Chief Executive Officer to perform his ongoing duties related to outside business interests. The inability of our Chief Executive Officer to devote sufficient time to managing our business could have a material adverse effect on our business and operations.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters is located in Charlotte, North Carolina where we lease office space. The Company’s subsidiaries, principally Omega, lease office space throughout Florida. It is our opinion that the properties referred to above are in good operating condition, suitable, and adequate for present uses.
Item 3. Legal Proceedings
Hollie Drive Litigation
In November 2019, we received notice that the Company and the Buyer were defendants in a pending case in the Circuit Court for Henry County, Virginia. The case, which had been instituted on September 18, 2019 by Hollie Drive Associates, LLC (“Hollie”), raises issues arising from the purported breach of a lease for warehouse space in Henry County, Virginia, which is owned by Hollie and was previously rented by the Company. The relevant lease was assigned to the Buyer in connection with the Asset Sale. The complaint asserts that the Buyer breached various provisions of the lease including failure to make certain rental payments and failure to pay for certain clean-up and reconstruction after the Buyer vacated the property. The complaint seeks damages in the amount of approximately $555,000 and attorney’s fees. Hollie named the Company as a party because the Company was the original tenant under the lease. Under the Asset Purchase Agreement entered into in connection with the Asset Sale, the Buyer agreed to assume and indemnify the Company against post-closing liabilities arising under the lease including those asserted in the complaint. The Buyer’s filings in the case do not dispute the obligation to indemnify the Company for any damages awarded in the case. Based upon discussions with the Buyer and documents produced to date by Hollie, it appears Hollie has asserted damages greatly exceeding the likely recovery in the case. Given these facts and the Buyer’s indemnity obligation, the Company believes it is not probable the case will result in a material adverse effect on its financial statements.
Fednat Underwriters, Inc. Bankruptcy & Related Proof of Claim
On January 26, 2023, the United States Bankruptcy Court for the Southern District of Florida, Ft. Lauderdale Division, entered an order (the “Order”) granting a motion from the debtors (including FNU, as defined below) pursuant to Section 365(a) of the Bankruptcy Code authorizing such debtors to reject that certain Management Advisory Services Agreement dated and effective as of July 1, 2022 (the “Advisory Services Agreement”) between HGMA and FedNat Underwriters, Inc. (“FNU”). Based on the Order, the Advisory Services Agreement is deemed rejected as of December 12, 2022.
As disclosed in a Current Report on Form 8-K filed with the SEC on December 12, 2022, on December 11, 2022, FedNat Holding Company (“FedNat”) and certain of its wholly owned subsidiaries, including FNU, filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Florida in order to maximize value for all stackholders. As part of the Chapter 11 process, FedNat will evaluate all strategic alternatives to maximize value for stakeholders, whether that be a reorganization of its business or a sale of its assets.
Effective with the rejection of the Advisory Services Agreement, the Company will no longer earn compensation for the remaining duration of the agreement. On February 21, 2023, the Company filed a proof of claim for $609,771 of unsecured claims for compensation earned pre-petition pursuant to the Advisory Services Agreement. The Company also filed a claim for post-petition damages arising from the rejection of the agreement prior to its contractual end date.
Item 4. Mine Safety Disclosures
Not Applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market and Dividend Information
Our common stock is traded in the over-the-counter market on the OTCQB under the symbol “STLY”. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
As of March 27, 2023, we had approximately 491 beneficial stockholders. We currently anticipate that we will retain all future earnings for the operation of our business, and we do not currently intend to pay any cash dividends on our common stock in the foreseeable future.
Issuer Purchases of Equity Securities
On August 5, 2022, the Company’s Board of Directors authorized the repurchase of up to $1.5 million of shares of the Company’s common stock. The authorization does not obligate the Company to acquire a specific number of shares during any period and does not have an expiration date, but it may be modified, suspended, or discontinued at any time at the discretion of the Board. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, and subject to the Company’s cash requirements for other purposes, and other factors it deems relevant.
The Company repurchased 2,699 shares of common stock during the fourth quarter of 2022.
Equity Compensation Plan Information
The Company’s 2012 Incentive Compensation Plan, as amended, expired during 2022. Therefore, the Company does not have any outstanding options, warrants or rights subject to the equity compensation plans, and there are no shares remaining available for future issuance under equity compensation plans.
| Item 6. |
Reserved |
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and reflect the consolidated operations of the Company. The consolidated financial statements include the accounts of HG Holdings, Inc. and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which the Company does not exercise significant influence over the investee and without readily determinable fair values, or non-marketable equity securities, are accounted for at cost, less impairment, and are adjusted up or down for any observable price changes.
Overview
For a description of our business, including descriptions of segments, see the discussion under Business in Item 1 of Part I of this Annual Report on Form 10-K, which is incorporated by reference into this Item 7 of Part II of this Annual Report on Form 10-K.
COVID-19 Pandemic
Despite the widespread availability of vaccines, COVID-19 (including its variant strains) continues to impact U.S. states where the Company conducts business. The COVID-19 pandemic has negatively impacted worldwide economic activity and created significant volatility and disruptions of financial markets. In response, the U.S. government and its agencies have taken a number of significant measures to provide fiscal and monetary stimulus. Such actions have included an unscheduled cut to the federal funds rate, the introduction of new programs to preserve market liquidity, extended unemployment and sick leave benefits, mortgage loan forbearance actions, low-interest loans for working capital access and payroll assistance, and other relief measures for both workers and businesses. Many such actions have lapsed or otherwise been reduced as time has passed since the onset of the pandemic. The Company and its subsidiaries have remained fully operational throughout the pandemic and did not have any reductions in workforce during 2022.
The COVID-19 pandemic has caused the Company to modify its business practices (including employee travel, employee work locations and cancellation of physical participation in meetings, events and conferences). The COVID-19 pandemic and any of its variants could continue to affect the Company in a number of ways including, but not limited to, the impact of employees becoming ill, quarantined, or otherwise unable to work or travel due to illness or governmental restriction, potential decreases in net premiums written in the future, and future fluctuations in the Company's investment portfolio due to the pandemic and the economic disruption it is causing. Because of the inherent uncertainty regarding the duration and severity of the COVID-19 pandemic (including any of its variants) and its effects on the economy, as well as uncertainty regarding the effects of government measures already taken, and which may be taken or continued in the future, to combat the spread of the virus and any of its variants, and/or provide additional economic stimulus, the Company is currently unable to predict the ultimate impact of the pandemic.
See Item 1A of Part I of this Annual Report on Form 10-K for further discussion of risk factors related to COVID-19.
Title Insurance Segment Trends and Conditions
Our title insurance segment revenue is closely related to the level of real estate activity that includes sales, mortgage financing and mortgage refinancing. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues.
We believe that real estate activity is generally dependent on mortgage interest rates, access and availability to mortgage debt, residential housing inventory, home prices, commercial property supply and demand, and the general economic conditions in the U.S. economy.
As of the February 21, 2023 Mortgage Finance Forecast, the Mortgage Bankers Association (“MBA”) expects residential transactions to see continued declines in 2023 due to higher mortgage interest rates before showing increased transaction volumes in 2024 and 2025, as it projects a decrease in mortgage interest rate during this period. Additionally, the MBA expects residential refinance transactions to continue to decrease in 2023 before starting to show increases in 2024 and 2025 as interest rates are expected to start decreasing in the second half of 2024.
The industry as a whole saw a decline in total real estate transactions in 2022, largely due to higher mortgage interest rates. Mortgage rates remained abnormally high after emergency actions taken by the Federal Reserve to substantially increase its benchmark interest rate in the final three quarters of 2022, in an attempt to slow the quarter over quarter inflation. The Federal Reserve raised the federal funds rate a total of seven times throughout 2022, resulting in a range from 4.25% to 4.50% as of December 31, 2022. It is expected that the Federal Reserve may continue to increase the federal funds rate during 2023 to, among other things, control inflation. Should the Federal Reserve continue to raise rates in the future, this will likely result in further increases in market interest rates. Per the MBA’s Mortgage Finance Forecast, interest rates on a Freddie Mac 30-year, fixed rate mortgage averaged 6.6% in the fourth quarter of 2022 as compared to 3.9% in the first quarter of 2022.
A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation and disrupted labor markets created some volatility in the residential real estate market in 2021 and 2022, which has continued into 2023. Additionally, geopolitical uncertainties associated with the war in Ukraine have created additional volatility in the global economy beginning in 2022.
Because commercial real estate transactions tend to be generally driven by supply and demand for commercial space and occupancy rates in a particular area rather than by interest rate fluctuations, we believe that our commercial real estate title insurance business is less dependent on the industry cycles discussed above than our residential real estate title business. Commercial real estate transaction volume is also often linked to the availability of financing. Factors including U.S. tax reform and a shift in U.S. monetary policy have had, or are expected to have, varying effects on availability of financing in the U.S. Lower corporate and individual tax rates, and corporate tax-deductibility of capital expenditures have provided increased capacity and incentive for investments in commercial real estate.
Historically, real estate transactions have produced seasonal revenue fluctuations in the real estate industry. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The second and third calendar quarters are typically the strongest quarters in terms of revenue, primarily due to a higher volume of residential transactions in the spring and summer months. The fourth quarter is typically strong due to the desire of commercial entities to complete transactions by year-end. Seasonality in 2020, 2021 and 2022 deviated from historical patterns due to COVID-19 and the subsequent rapid increase in interest rates. We have noted short-term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates.
Real Estate Related Segment
The Company currently owns 300,000 shares of HC Common Stock and 1,025,000 shares of HC Series B Stock of HC Realty. HC Realty currently owns and operates a portfolio of(i) 30 Government Properties leased to and occupied by U.S. government tenant agencies and sub-agencies such as the Federal Bureau of Investigation, the Department of Veterans Affairs, the Drug Enforcement Administration, the Immigration & Customs Enforcement, the Social Security Administration and the Department of Transportation, and (ii) three Government Properties in which HC Realty is engaged in a development capacity. On March 19, 2019, we purchased 300,000 shares of HC Common Stock for an aggregate purchase price of $3,000,000 and 200,000 shares of HC Series B Stock for an aggregate purchase price of $2,000,000. On April 3, April 9, and June 29, 2020, the Company entered into subscription agreements with HC Realty, pursuant to which we purchased 100,000, 250,000, and 475,000 shares of HC Series B Stock, respectively, for an aggregate purchase price of $8,250,000. As a result of these purchases, we currently own approximately 33.9% of the voting interest of HC Realty.
As of December 31, 2022, HC Realty owned 33 Government Properties, comprised of 28 Government Properties that it owns , one Government Property that it owns subject to a ground lease, three Government Properties for which it has all of the rights to the profits, losses, and any distributed cash flow , each of which is leased to the United States government, and one Government Property for which it has been awarded a lease for a newly constructed build-to-suit facility and for which it is under contract to acquire the land. HC Realty’s portfolio properties contain approximately 628,000 leased rentable square feet located in 21 states. As of December 31, 2022, its portfolio properties are 97% leased to the United States government and occupied by 12 different federal government agencies. Based on leased rentable square feet, the portfolio has a weighted average remaining lease term of 9.5 years if none of the tenants’ early termination rights are exercised and 5.9 years if all of the tenants’ early termination right are exercised.
Results of Operations
2022 Compared to 2021
As of December 31, 2022, our sources of income include earnings on our title insurance subsidiaries, dividends on HC Common Stock and HC Series B Stock, premiums related to reinsurance provided to others, management services, and interest paid on our cash deposits. The Company believes that the revenue generating from these sources, and cash on hand is sufficient to fund operating expenses for at least 12 months from the date of the accompanying consolidated financial statements.
The Company generated interest income of $111,000 for the year ended December 31, 2022 as compared to $15,000 for the year ended December 31, 2021. The increase was primarily a result of the increased interest rate environment of cash accounts and the title insurance underwriter being able to invest excess cash in the stocks and bonds. The Company generated dividend income of $1.0 million for both of the years ended December 31, 2022 and 2021, which is reported in our real estate related segment. Dividend income relates primarily to the HC Series B Stock held by the Company.
As a result of the Company’s title insurance operations, the Company generated title premium and other title fee revenue of $6.8 million for the year ended December 31, 2022, as compared to $2.4 for the year ended December 31, 2021. The title insurance subsidiaries’ cost of revenue consists primarily of a provision for title claim losses and underwriting expenses, which primarily consist of commissions to title agencies. The title insurance operating expenses consist primarily of personnel expenses, office and technology expenses and professional fees. Operating expenses for the year ended December 31, 2022 were $8.5 million, as compared to $2.1 for the year ended December 31, 2021.
As a result of the Company’s reinsurance related segment, the Company generated $6.3 million of written and earned premium for the year ended December 31, 2022, which was offset by operating expenses of $94,000 consisting primarily of premium tax expenses and management fees related to the formation and management of White Rock Cell 47. The Company did not operate in the reinsurance segment during the year ended December 31, 2021.
As a result of the management services related segment, the Company generated $1.36 million of management fees for the year ended December 31, 2022, which was offset by operating expenses of $400,000 consisting of executive management compensation allocated to the time related to providing these services to the outside party, as compared to $37,000 of management fees for the year ended December 31, 2021. Such increase was primarily the result of HGMA being engaged during the year ended December 31, 2022 to develop a restructuring plan for an insurance holding company’s non-statutory entities.
Corporate general and administrative expenses are not directly allocable to any of our reporting segments and consist primarily of wages and personnel costs, legal and professional fees, insurance expense, and stock based compensation. General and administrative expenses of $1.2 million for the year ended December 31, 2022 remained relatively flat as compared to general and administrative expenses of $1.3 million for the year ended December 31, 2021.
Our effective tax rate for the year ended December 31, 2022 was 0.0% due to our net operating loss carryforwards. Our effective tax rate for the year ended December 31, 2021 was effectively (3.8)% resulting from a tax benefit from unrecognized tax benefits position under Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”).
Financial Condition, Liquidity and Capital Resources
Sources of liquidity include cash on hand, earnings from our title insurance subsidiaries, reinsurance premiums earned, management service fees earned, and dividends from our HC Common Stock and HC Series B Stock. We expect cash on hand to be adequate for ongoing operational expenditures for at least 12 months from the date of the accompanying consolidated financial statements. At December 31, 2022, we had $9.5 million in cash and an additional $5.5 million in restricted cash, all of which is cash held in escrow for title insurance transactions. The Company records an offsetting escrow liability given that we are liable for the disposition of these escrowed funds. A portion of our unrestricted and restricted cash is currently held in savings accounts earning interest at approximately 3.46% annually. We also received quarterly dividends on our HC Common Stock and HC Series B Stock at annual rates of 5.5% and 10%, respectively, during the year ended December 31, 2022.
Cash flows provided by operating activities differ from net income due to adjustments for non-cash items, such as gains and losses on investments and affiliates, impairment losses on note receivables, the timing of disbursements for taxes, claims and other accrued liabilities, and collections or changes in receivables and other assets. Net cash provided by operations for the year ended December 31, 2022 of $2.7 million consisted of net income from operations of $3.7 million, and dividends on our HC Common Stock of $165,000 offset primarily by $2.5 million in escrow liabilities on the title insurance subsidiaries. Net cash used in operations for the year ended December 31, 2021 of $935,000 consisted of net income from operations of $2.8 million, dividends on our HC Common Stock of $165,000, and dividends on our HC Series B Stock of $1.0 million, offset primarily by $3.3 million in gain on remeasurement of equity interest.
Net cash used in financing activities of $7.8 million for the year ended December 31, 2022 consisted primarily of $5.6 million of cash used for the acquisition of investments in our title insurance underwriter, and $2.3 million in goodwill acquired in a business combination for one of our title agencies, offset by cash received of $204,000 regarding the sale of tangible assets, net of related purchases. Net cash provided by investing activities of $9.4 million for the year ended December 31, 2021 consisted primarily of $9.2 million of investments in subsidiaries, net of cash acquired, and $190,000 of principal payments received on subordinated secured notes receivable.
Net cash used in investing activities stayed relatively flat for the year ended December 31, 2022 as compared to the year ended December 31, 2021 and related to repurchases of common stock in the amount of $21,000 for the year ended December 31, 2022 and redemptions of fractional shares from stock split in the amount of $2,000 for the year ended December 31, 2021.
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2022. Early application is permitted for reporting periods beginning after December 15, 2018, although the Company has not opted to do so. The Company does not anticipate the adoption of ASU 2016-13 to have a material impact to the consolidated financial statements.
Critical Accounting Policies
We have chosen accounting policies that are necessary to accurately and fairly report our operational and financial position. Below are the critical accounting policies that involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.
Equity Investments - Long-term investments consist of investments in equity securities where our ownership is less than 50% and the Company has the ability to exercise significant influence, but not control, over the investee. These investments are classified in “Investment in affiliate” on the consolidated balance sheets. Investments accounted for under the equity method of accounting are initially recorded at cost and the Company subsequently increases or decreases the investment by its proportionate share of the net income or loss and other comprehensive income or loss of the investee. For investments that do not have readily determinable fair values, the Company made an accounting policy election for a measurement alternative. Upon adoption of ASU 2016-01: Recognition and Measurement of Financial Assets and Financial Liabilities, the Company carries these investments at cost minus impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
If the Company believes a decline in market value below cost is other than temporary, a loss is charged to earnings, which establishes a new cost basis for the security. The Company determination of whether an equity investment is other than temporarily impaired incorporates both quantitative and qualitative information. The Company considers a number of factors including, but not limited to, the length of time and the extent to which the fair value has been less than cost, the length of time expected for recovery, the financial condition of the investee, the reason for decline in fair value, the ability and intent to hold the investment to maturity, and other factors specific to the individual investment.
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations - FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. Contingent consideration liabilities or receivables recorded in connection with business acquisitions must also be adjusted for changes in fair value until settled.
Note Receivable - In accordance with FASB ASC Topic 810-40-5, upon the sale of substantially all of the assets of the Company, the Company recorded a gain on the deconsolidation of a group of assets based on the difference between the fair value of the consideration received and the carrying amount of the group of assets. As the Original Note was part of the consideration received for the sale of substantially all of the Company’s furniture related assets and liabilities, the Company recorded the Original Note at its fair value on March 2, 2018. The fair value of the Original Note was estimated using discounted cash flow analyses, using market rates at the acquisition date that reflect the credit and inherent rate-risk inherent in the Original Note. The discount resulting from the fair value adjustment was recorded as a direct reduction to the original principal balance and amortized to interest income using the effective interest method. As of the date of the assignment and transfer from the Buyer to S&L, it was determined that the Original Note was extinguished and therefore both the A&R Note and the S&L Note were measured based on their fair value in accordance with Emerging Issues Task Force (EITF) – Creditors Accounting for Modification or Exchange of Debt Instruments. The discounts resulting from the fair value adjustments for the A&R Note and the S&L Note were recorded as a direct reduction to the original principal balance and amortized to interest income using the effective interest method. When impairment is determined to be probable, the measurement will be based on the fair value of the collateral securing the notes. The determination of impairment involves management’s judgment and the use of market and third-party estimates regarding collateral values.
The Company concluded, based on current information and events, including the impact of the COVID-19 pandemic on S&L’s business and its customers, that the Company did not believe it would be able to collect the amount due under the S&L Note and determined that the note was other than temporarily impaired. The evaluation was generally based on an assessment of the borrower’s financial condition and the adequacy of the collateral securing the S&L Note. Given the facts and circumstances, the Company recorded an impairment loss of $992,000 during the year ended December 31, 2022. The Company further ceased accruing interest and accreting interest income on the fair value discount of the S&L Note on the date in the third quarter of 2020 it determined the note was other than temporarily impaired.
Interest Income – Interest income is recorded on an accrual basis based on the effective interest rate method to the extent that we expect to collect such amounts.
Deferred taxes – We recognize deferred tax assets and liabilities based on the estimated future tax effects of differences between the consolidated financial statements and the tax basis of assets and liabilities given the enacted tax laws. We evaluate the need for a deferred tax asset valuation allowance by assessing whether it is more likely than not that the Company will realize its deferred tax assets in the future. The assessment of whether or not a valuation allowance is required often requires significant judgment, including the forecast of future taxable income. Adjustments to the deferred tax valuation allowance are made to earnings in the period when such assessment is made.
In preparation of our consolidated financial statements, we exercise judgment in estimating the potential exposure to unresolved tax matters and apply a more likely than not criteria approach for recording tax benefits related to uncertain tax positions. While actual results could vary, we believe we have adequate tax accruals with respect to the ultimate outcome of such unresolved tax matters.
Long-lived assets – Property, plant and equipment is reviewed for possible impairment when events indicate that the carrying amount of an asset may not be recoverable. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods that would lower our earnings. Our depreciation policy reflects judgments on the estimated remaining useful lives of assets.
Stock-Based Compensation – We record share-based payment awards at fair value on the grant date of the awards, based on the estimated number of shares that are expected to vest, over the vesting period. The fair value of stock options is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the closing price of the Company’s common stock on the date of the grant. For awards with performance conditions, we recognize compensation cost over the expected period to achieve the performance conditions, provided achievement of the performance conditions is deemed probable.
Premiums Written and Commissions to Agents – Generally, title insurance premiums are recognized at the time of settlement of the related real estate transaction, as the earnings process is then considered complete, irrespective of the timing of the issuance of a title insurance policy or commitment. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims are recognized concurrent with recognition of related premium revenue. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect up to a three to four month lag relative to the effective date of the underlying title policy and are offset concurrently by production expenses and claim reserve provisions.
Quarterly, the Company evaluates the collectability of receivables. Write-offs of receivables have not been material to the Company.
Reserve for Title Claims – The total reserve for all reported and unreported losses the Company incurred is represented by the reserve for title claims. The Company’s reserve for unpaid losses and loss adjustment expenses (“LAE”) is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders that may be reported in the future. The Company continually reviews and adjusts its reserve estimates as necessary to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews may be significant.
Reinsurance – The accompanying consolidated balance sheets reflect reserves for claims gross of reinsurance ceded. The accompanying consolidated statements of operations reflect premiums and provision for claims net of reinsurance ceded. The reinsurance arrangements allow management to control exposure to potential claims arising from large risks and catastrophic events. Amounts recoverable from reinsurers are estimated in a manner consistent with the reserves associated with the reinsured policies. Reinsurance premiums, losses, and LAE are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance agreements.
Off-Balance Sheet Arrangements
We do not have transactions or relationships with “special purpose” entities, and we do not have any off-balance sheet financing other than normal operating leases for office space.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable as the Company is a smaller reporting company.
Item 8. Financial Statements and Supplementary Data
See the “Index to Financial Statements” at page F-1 f this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2022 was conducted under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, as of December 31, 2022, were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Under Rule 13a-15(c), management must evaluate, with the participation of the principal executive officer and principal financial officer, the effectiveness, as of the end of each fiscal year, of our internal control over financial reporting. The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedure that:
| 1. |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; |
| 2. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with the authorization of management of the issuer; and |
| 3. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the issuer’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In the course of preparing this Annual Report on Form 10-K and the consolidated financial statements included herein, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework (2013). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as we are a smaller reporting company as of December 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 9B. |
Other Information |
None.
| Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information concerning our executive officers is included in Part I, Item 1 of this report under the caption “Information about our Executive Officers.”
We have adopted a code of ethics that applies to our associates, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics is posted on our website at www.hgholdingsinc.net. Amendments to and waivers from our code of ethics will be posted to our website when permitted by applicable SEC rules and regulations.
The additional information required by this item is incorporated herein by reference to our definitive proxy statement to be filed within 120 days of December 31, 2022 and delivered to stockholders in connection with our 2023 annual meeting of stockholders.
| Item 11. |
Executive Compensation |
The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed within 120 days of December 31, 2022 and delivered to stockholders in connection with our 2023 annual meeting of stockholders.
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Information concerning our now terminated equity compensation plan is included in Part II, Item 5 of this report under the caption “Equity Compensation Plan Information.”
The additional information required by this item is incorporated herein by reference to our definitive proxy statement to be filed within 120 days of December 31, 2022 and delivered to stockholders in connection with our 2023 annual meeting of stockholders.
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed within 120 days of December 31, 2022 and delivered to stockholders in connection with our 2023 annual meeting of stockholders.
| Item 14. |
Principal Accounting Fees and Services |
The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed within 120 days of December 31, 2022 and delivered to stockholders in connection with our 2023 annual meeting of stockholders.
PART IV
| (1) |
Item 15. Exhibits and Financial Statement Schedules |
| (a)(1) | Financial Statements: |
| See the “Index to Financial Statement” at page F-1 of this Annual Report on Form 10-K | |
| (b) |
Exhibits: |
| 3.1 |
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| 3.2 |
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| 3.3 |
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| 4.1 |
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| 4.2 |
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| 4.3 |
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| 4.4 |
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| 10.1 |
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| 10.2 |
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| 10.3 |
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| 10.4 |
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| 10.5 |
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| 10.6 |
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| 10.7 |
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| 10.8 |
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| 10.9 |
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| 10.10 |
| 10.11 |
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| 10.12 |
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| 10.13 |
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| 10.14 |
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| 10.15 |
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| 21.1 |
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| 23.1 |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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| 101.INS |
Inline XBRL INSTANCE DOCUMENT (2) |
| 101.SCH |
Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT (2) |
| 101.CAL |
Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE (2) |
| 101.DEF |
Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE (2) |
| 101.LAB |
Inline XBRL TAXONOMY EXTENSION LABELS LINKBASE (2) |
| 101.PRE |
Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE (2) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) (2) |
| (1) | Management contract or compensatory plan |
| (2) | Filed Herewith |
| (3) |
Furnished Herewith |
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HG HOLDINGS, INC. |
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| March 30, 2023 |
By: | /s/Steven A. Hale II |
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| Steven A. Hale II |
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| Chairman, Chief Executive Officer and Director |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
| /s/Steven A. Hale II (Steven A. Hale II) |
Chairman, Chief Executive Officer and Director |
March 30, 2023 |
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| /s/Justin H. Edenfield (Justin H. Edenfield) |
Principal Financial and Accounting Officer |
March 30, 2023 |
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| /s/Peter M. Sherman (Peter M. Sherman) |
Director |
March 30, 2023 |
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| /s/Jeffrey S. Gilliam (Jeffrey S. Gilliam) |
Director |
March 30, 2023 |
HG HOLDINGS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2022
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID 00 | F-2 |
| Financial Statements | |
| Consolidated Balance Sheets as of December 31, 2022 and 2021 | F-4 |
| Consolidated Statements of Operations for each of the two years in the period ended December 31, 2022 | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity for each of the two years in the period ended December 31, 2022 | F-6 |
| Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2022 | F-7 |
| Notes to Financial Statements | F-8 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
HG Holdings, Inc.
Charlotte, North Carolina
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of HG Holdings, Inc. (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year periods ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years in the two-year periods ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Acquired Intangible Assets
Description of Matter
As discussed in Note 2 to the consolidated financial statements, the Company completed the acquisition of Omega Title Florida, LLC on August 1, 2022 for total consideration of $2.53 million. The Company accounted for this transaction under the acquisition method of accounting, and the acquisition resulted in the recording of $2.04 million of goodwill, $372 thousand of a non-compete agreement and 12% non-controlling interest. The fair value of the non-compete agreement and non-controlling interest was estimated using assumptions related to cash flow forecasts, discount rates, and comparable market transactions.
The determination of the acquisition date fair value of the intangible assets and non-controlling interest required the Company to make significant estimates and assumptions. As a result, testing these assumptions, which were used to calculate the fair values, involved a high degree of auditor judgment, including involving the use of our valuation specialists.
How We Addressed the Matter in Our Audit
Our audit procedures included the following:
| ● | Obtained an understanding of the internal controls and processes over the valuation of the acquired assets, including management's controls over the selection of significant assumptions. |
| ● | Evaluated the reasonableness of management’s forecasts by comparing the forecasts to actual historical results and forecasted information included in analyst and industry reports and certain peer companies. |
| ● | With the assistance of our valuation specialists, evaluated the valuation methodologies and significant assumptions, including discount rates, and developed a range of independent estimates and compared those to the values recorded by management. |
We have served as the Company’s auditor since 2019.
/s/
March 30, 2023
HG HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Investments | ||||||||
| Accounts receivables | ||||||||
| Interest and dividend receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Lease assets | ||||||||
| Investment in affiliate | ||||||||
| Subordinated notes receivable | ||||||||
| Goodwill | ||||||||
| Intangibles assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued salaries, wages and benefits | ||||||||
| Lease liabilities, current portion | ||||||||
| Escrow liabilities | ||||||||
| Other accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Reserve for title claims | ||||||||
| Unearned premiums | ||||||||
| Lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value, shares authorized and shares issued and outstanding on each respective date | ||||||||
| Capital in excess of par value | ||||||||
| Retained earnings/(deficit) | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Noncontrolling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
HG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| For the Years Ended |
||||||||
| December 31, |
||||||||
| 2022 |
2021 |
|||||||
| Revenues: |
||||||||
| Net premiums written |
$ | $ | ||||||
| Escrow and other title fees |
||||||||
| Management fees |
||||||||
| Total revenues |
||||||||
| Cost of revenues: |
||||||||
| Underwriting expenses |
||||||||
| Provision for title claim losses |
||||||||
| Search and other fees |
||||||||
| Total operating expenses |
||||||||
| Gross underwriting profit |
||||||||
| Operating expenses: |
||||||||
| General and administrative expenses |
( |
) | ( |
) | ||||
| Other income/expenses: |
||||||||
| Interest income |
||||||||
| Dividend income |
||||||||
| Other income |
||||||||
| Gain on extinguishment of debt |
||||||||
| Gain on sale of assets |
||||||||
| Gain on remeasurement of equity interest |
||||||||
| Loss from affiliate |
( |
) | ( |
) | ||||
| Loss on impairment |
( |
) | ( |
) | ||||
| Income from operations before income taxes |
||||||||
| Income tax expense |
||||||||
| Net income |
$ | $ | ||||||
| Net loss attributable to noncontrolling interests |
( |
) | ||||||
| Net income after noncontrolling interests |
$ | $ | ||||||
| Basic and diluted income per share: |
||||||||
| Net income – basic |
$ | $ | ||||||
| Net income – diluted |
$ | $ | ||||||
| Weighted average shares outstanding: |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
The accompanying notes are an integral part
of the consolidated financial statements.
HG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For each of the two years in the period ended December 31, 2022
(in thousands)
| Common Stock | Capital in Excess of |
Retained (Deficit) |
Noncontrolling | |||||||||||||||||||||
| Shares | Amount |
Par Value |
Earnings | Interest |
Total |
|||||||||||||||||||
| Balance at January 1, 2021 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net income |
- | |||||||||||||||||||||||
| Effect of reverse stock split |
( |
( |
) | |||||||||||||||||||||
| Redemption of fractional shares |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Stock-based compensation |
- | |||||||||||||||||||||||
| Balance at December 31, 2021 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net income (loss) |
- | ( |
) | |||||||||||||||||||||
| Issuance of noncontrolling interest |
- | |||||||||||||||||||||||
| Repurchase of common shares |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Stock-based compensation |
- | |||||||||||||||||||||||
| Balance at December 31, 2022 |
$ | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part
of the consolidated financial statements.
HG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the year ended December 31, |
||||||||
| 2022 |
2021 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income after noncontrolling interest |
$ | $ | ||||||
| Net loss attributable to noncontrolling interest |
( |
) | ||||||
| Net income from operations |
||||||||
| Adjustments to reconcile net income from operations to net cash flows from operating activities: |
||||||||
| Depreciation expense |
||||||||
| Amortization expense |
||||||||
| Stock compensation expense |
||||||||
| Bargain purchase gain on acquisition of subsidiary |
( |
) | ||||||
| Gain on remeasurement of equity interest |
( |
) | ||||||
| Gain on sale of assets |
( |
) | ||||||
| Gain on extinguishment of debt |
( |
) | ||||||
| Impairment loss on subordinated note receivable |
||||||||
| Dividends on HC Realty common stock |
||||||||
| Loss from affiliate |
||||||||
| Changes in assets and liabilities: |
||||||||
| Prepaid expenses and other current assets |
( |
) | ||||||
| Accounts receivable |
||||||||
| Interest and dividends receivables |
( |
) | ||||||
| Income tax receivable |
||||||||
| Deferred tax assets and other assets |
( |
) | ( |
) | ||||
| Accounts payable |
||||||||
| Commissions payable |
( |
) | ||||||
| Unearned premium reserve |
||||||||
| Escrow liabilities |
( |
) | ( |
) | ||||
| Reserve for title claims |
||||||||
| Other accrued expenses |
( |
) | ||||||
| Other long-term liabilities |
( |
) | ( |
) | ||||
| Net cash (used in) provided by investing activities | ( |
) | ||||||
| Cash flows from investing activities: |
||||||||
| Purchase of property, plant, and equipment |
( |
) | ( |
) | ||||
| Purchase of investments |
( |
) | ||||||
| Investment in subsidiaries, net of cash acquired |
( |
) | ||||||
| Proceeds from sale of assets |
||||||||
| Principal payments received on subordinated secured notes receivable |
||||||||
| Net cash (used in) provided by investing activities |
( |
) | ||||||
| Cash flows from financing activities: |
||||||||
| Repurchase of common stock |
( |
) | ||||||
| Redemption of fractional shares from stock split |
( |
) | ||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Net (decrease) increase in cash and restricted cash |
( |
) | ||||||
| Cash and restricted cash at beginning of period |
||||||||
| Cash and restricted cash at end of period |
$ | $ | ||||||
| Cash |
$ | $ | ||||||
| Restricted cash |
||||||||
| Cash and restricted cash |
$ | $ | ||||||
| Supplemental Non-Cash Disclosures: |
||||||||
| Dividends on investment in affiliate |
$ | $ | ||||||
| Extinguishment of debt |
$ | $ | ||||||
The accompanying notes are an integral part
of the consolidated financial statements
HG HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENT
1. Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. In our title insurance segment, our investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned.
All prior period share numbers, stock option numbers, exercise prices and per share data appearing in this Annual Report on Form 10-K has been retroactively adjusted to reflect the reverse stock split effective July 15, 2021, unless otherwise indicated or unless context suggests otherwise. As previously stated in our definitive proxy statement distributed to stockholders in connection with our 2021 annual meeting of stockholders, the Reverse Stock Split (as defined in Note 12 herein) did not affect the par value of our common stock, which remained $
HG Holdings, Inc, together with its consolidated subsidiaries (the “Company,” “we,” “us,” “our,” “it,” and “its”), operates through its wholly owned subsidiaries National Consumer Title Insurance Company (“NCTIC”), National Consumer Title Group, LLC (“NCTG”), Title Agency Ventures, LLC (“TAV”), HG Managing Agency, LLC (“HGMA”), and Omega National Title Agency, LLC (“Omega”) and through an affiliated investment in HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”).
Cash
We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Restricted Cash
Restricted cash includes cash held in escrow under escrow agreements. Cash held by the Company in escrow was approximately $
Concentration of Credit Risk
The Company places its cash and restricted cash with financial institutions, and, at times, cash held in depository accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Interest Income
Interest income is recorded on an accrual basis based on the effective interest rate method and includes the accretion of fair value adjustments/discounts. Fair value adjustments to par value are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of fair value adjustments, if any.
Other revenues are recognized when contractual obligations are fulfilled or as services are provided.
Payment-in-Kind Interest
The Company has a subordinated secured notes receivable that may contain payment-in-kind (“PIK”) provisions. The PIK interest, computed at the contractual rate specified in the loan agreement, is added to the principal balance of the loan and recorded as interest income.
Variable Interest Entities
On March 2, 2018, we sold substantially all of our assets (the “Asset Sale”) to Stanley Furniture Company LLC, formerly known as Churchill Downs LLC (The “Buyer”). As a result of the September 6, 2018 sale of certain of the Buyer’s assets, including certain inventory and the Stone & Leigh tradename (the “S&L Asset Sale”) to Stone & Leigh, LLC (“S&L”), we have a variable interest in one entity that has been determined to be variable interest entity ("VIE"). If we conclude that we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIE requires significant assumptions and judgments. We have concluded that we are not the primary beneficiary of our VIE as we do not have the power to direct the activities that most significantly impact the VIE’s economic performance and therefore are not required to consolidate this entity.
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. Contingent consideration liabilities or receivables recorded in connection with business acquisitions must also be adjusted for changes in fair value until settled.
Leases
The Company enters into lease agreements that are primarily used for office space, and all current leases are accounted for as operating leases. Amounts related to operating leases are included in lease assets and lease liabilities on the Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the stated lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from an operating lease. Lease assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term. The Company's current leases do not provide an implicit interest rate, thus the Company calculated a discount rate using estimates of its incremental borrowing rate for similar collateralized borrowings and capitalizations rates in determining the present value of lease payments. A portion of the Company's current leases includes an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The operating lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the date of adoption that the lease was expected to be renewed or extended. A lease expense is recognized on a straight-line basis over the lease term. Adjustments for straight-line rental expense for the periods presented are not material and as such, the lease expense recognized was reflected in cash used in operating activities for the respective periods. For further information on the Company’s leasing arrangements see Note 14.
Goodwill
Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment at the reporting unit level on an annual basis or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist, which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. For the year ended December 31, 2022, we determined there were no events or circumstances which indicated that the carrying value of a reporting unit exceeded the fair value.
Subordinated Notes Receivable
As part of the consideration for the Asset Sale, the Buyer issued to the Company a subordinated secured promissory note in the principal amount of approximately $
Property, Plant and Equipment
Depreciation of property, plant and equipment is computed using the straight-line method based upon the estimated useful lives. Depreciation expense is charged to general and administrative expenses. Gains and losses related to dispositions and retirements are included in income. Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. Assets are reviewed for possible impairment when events indicate that the carrying amount of an asset may not be recoverable. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of property, plant and equipment, which could result in impairment charges in future periods. Our depreciation policy reflects judgments on the estimated useful lives of assets. Our long-lived assets were tested for impairment at December 31, 2022 and it was determined that the long-lived assets were impaired.
Equity Investments
Long-term investments consist of investments in equity securities where our ownership is less than 50% and the Company has the ability to exercise significant influence, but not control, over the investee. These investments are classified in “Investment in affiliate” on the consolidated balance sheets. Investments accounted for under the equity method of accounting are initially recorded at cost and the Company subsequently increases or decreases the investment by its proportionate share of the net income or loss and other comprehensive income or loss of the investee. For investments that do not have a readily determinable fair value, the Company made an accounting policy election for a measurement alternative. Per Accounting Standards Update 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities, the Company carries these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, liquidity, earnings and revenue outlook, equity position, and ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.
Income Taxes
Deferred income taxes are determined based on the difference between the consolidated financial statements and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax expense represents the change in the deferred tax asset/liability balance. Income tax credits are reported as a reduction of income tax expense in the year in which the credits are generated. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. Interest and penalties on uncertain tax positions are recorded as income tax expense.
Fair Value of Financial Instruments
Accounting for fair value measurements requires disclosure of the level within the fair value hierarchy in which fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). The fair value of receivables and payables approximate the carrying amount because of the short maturity of these instruments.
Earnings per Share of Common Stock
Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share includes any dilutive effect of outstanding stock options and restricted stock calculated using the treasury stock method.
Reserve for Claim Losses
The total reserve for all reported and unreported losses the Company incurred is represented by the reserve for claims. The Company's reserve for unpaid losses and loss adjustment expenses (LAE) is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders that may be reported in the future (incurred but not reported, or "IBNR"). The Company continually reviews and adjusts its reserve estimates as necessary to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews may be significant.
Reinsurance
The accompanying consolidated balance sheets reflect reserves for claims gross of reinsurance ceded. The accompanying consolidated statements of operations reflect premiums and provision for claims net of reinsurance ceded. The reinsurance arrangements allow management to control exposure to potential claims arising from large risks and catastrophic events. Amounts recoverable from reinsurers are estimated in a manner consistent with the reserves associated with the reinsured policies. Reinsurance premiums, losses, and LAE are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance agreements.
Stock-Based Compensation
We record share-based payment awards at fair value on the grant date of the awards, based on the estimated number of shares that are expected to vest, over the vesting period. The fair value of stock options is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards was based on the closing price of the Company’s common stock on the date of the grant. For awards with performance conditions, we recognize compensation cost over the expected period to achieve the performance conditions, provided achievement of the performance conditions is deemed probable.
Premiums Written and Commissions to Agents
Generally, title insurance premiums are recognized at the time of settlement of the related real estate transaction, as the earnings process is then considered complete, irrespective of the timing of the issuance of a title insurance policy or commitment. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims are recognized concurrent with recognition of related premium revenue. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect up to a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.
Quarterly, the Company evaluates the collectability of receivables. Write-offs of receivables have not been material to the Company.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Changes in such estimates may affect amounts reported in future periods.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2022, however early application is permitted for reporting periods beginning after December 15, 2018. The Company does not anticipate the adoption of ASU 2016-13 to have a material impact to the consolidated financial statements.
2. Business Combinations
On July 20, 2021, the Company completed the acquisition of NCTIC and NCTG by purchasing
The Purchase Price allocation for NCTIC and NCTG is as follows (in thousands):
| Cash paid for NCTIC | $ | |||
| Cash paid for NCTG | ||||
| Total consideration paid. | $ |
| NCTIC | NCTG | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Deferred tax assets | ||||||||
| Investment in TAV | ||||||||
| Other assets | ||||||||
| Total assets acquired | ||||||||
| Accrued expenses | ||||||||
| Reinsurance payable | ||||||||
| Escrow liability | ||||||||
| Reserve for claims | ||||||||
| Total liabilities assumed | ||||||||
| Net assets acquired | $ | $ | ||||||
| Bargain purchase gain | $ | ( | ) | $ | ||||
A bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any noncontrolling interest in the acquiree is less than the fair value of the identifiable net assets acquired. The bargain purchase gain was primarily driven by differences in NCTIC’s statutory surplus and GAAP surplus at the date of acquisition. The Company believes that the sellers wanted to exit the business relatively quickly and there were a limited number of potential buyers due to factors inherent to the property and casualty market, which resulted in a bargain purchase gain. The bargain purchase gain was recorded in other income on the Consolidated Statement of Operations for the year ended December 31, 2021.
On September 1, 2021, the Company acquired the remaining 50% of the membership interest of TAV for $
The operating results of TAV are included in the title insurance segment.
The final purchase price allocation for TAV at fair value is as follows (in thousands):
| Cash paid for remaining 50% of TAV | $ | |||
| Fair value of existing equity interest | ||||
| Total consideration | $ | |||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Prepaid expenses | ||||
| Property, plant, and equipment | ||||
| Total assets acquired | ||||
| Accrued expenses | ||||
| Management fee payable | ||||
| Escrow liability | ||||
| Payable to affiliate | ||||
| Note payable | ||||
| Total liabilities assumed | ||||
| Net assets acquired | ||||
| Goodwill | $ |
The acquisition date fair value of the Company’s previously held equity interest in TAV was $
The acquisition of the remaining equity interest was accounted for as a step-transaction in accordance with FASB ASC Topic 805, Business Combinations ("Topic 805"). The TAV Purchase Price has been allocated to TAV's assets acquired and liabilities assumed based on our best estimates of the fair values as of the acquisition date. Goodwill has been recorded based on the amount that the TAV Purchase Price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition.
The following table presents unaudited pro forma financial information as if NCTIC, NCTG, and TAV had been included in the Company’s financial results as of January 1, 2021, through the date of acquisition:
| For the year ended | ||||
| December 31,2021 (amounts in thousands) (a,b,c) | ||||
| Revenues | $ | |||
| Net income | $ | |||
| (a) | Pro forma net income for the year ended December 31, 2021 excludes $ |
| (b) | Pro forma net income for the year ended December 31, 2021 excludes $ |
| (c) | Pro forma net income for the year ended December 31, 2021 excludes approximately $ |
Effective August 1, 2022, Omega acquired substantially all the assets of Omega Title Florida, LLC (“OTF”). In accordance with Topic 805, the Company has determined that the transaction should be accounted for as a business combination. The assets of OTF at the date of acquisition were as follows (in thousands):
| Title files in progress | $ | |||
| Property, plant, and equipment | ||||
| Noncompetition agreement | ||||
| Total assets acquired | $ |
The purchase price paid by Omega for the assets of OTF was as follows (in thousands):
| Cash paid | $ | |||
| Noncontrolling interest in Omega | ||||
| Total consideration paid | $ | |||
| Title files in progress | $ | |||
| Fixed assets | ||||
| Noncompetition agreement | ||||
| Total assets acquired | ||||
| Goodwill | $ |
The fair value of assets acquired and liabilities assumed represent a preliminary allocation as our evaluation of facts and circumstances available as of December 31, 2022 is ongoing.
Pursuant to Topic 805, the financial statements will not be retrospectively adjusted for any provisional amount changes that occur in subsequent periods. Rather, we will recognize any provisional adjustments as we obtain information not available as of the completion of this preliminary fair value calculation as determined within the measurement period. We will also be required to record, in the same period as the financial statements, the effects to any income statement captions, if any, as a result of any change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.
The following table presents the unaudited pro forma financial information as if OTF had been included in the Company’s financial results as of January 1, 2022 and 2021 through the date of acquisition:
| For the Year Ended December 31, 2022 | For the Year ended December 31, 2021 | |||||||
| Revenues | $ | $ | ||||||
| Net (loss) income | $ | ( | ) | $ | ||||
3. Property, Plant and Equipment
The table below sets forth the depreciable lives and the value of the Company’s property, plant and equipment, net, as of the years ended December 31, 2022 and 2021.
| As of | As of | |||||||||||||
| Depreciable | December 31, | December 31, | ||||||||||||
| lives | 2022 | 2021 | ||||||||||||
| (in years) | (in thousands) | (in thousands) | ||||||||||||
| Computers and equipment | to | $ | $ | |||||||||||
| Furniture and fixtures | to | |||||||||||||
| Property, plant and equipment, at cost | ||||||||||||||
| Less accumulated depreciation | ||||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
4. Subordinated Notes Receivable
The Company received the $
S&L Note
The S&L Note had a principal amount of $
At the assignment date, the Company evaluated the fair value of the S&L Note. As a result of the Company’s recording of impairment losses, based on current information and events, including the impact of the COVID-19 pandemic on S&L’s business and its customers, the Company ceased accruing interest and accreting interest income on the fair value discount of the S&L Note on the date in the third quarter of 2020 the Company determined the S&L Note was other than temporarily impaired. As such, the Company did not record accreted interest income on the fair value adjustment of the S&L Note for the years ended December 31, 2022 and 2021.
The Company recognized interest payments of $
During 2022, the Company concluded that S&L would not have adequate cash required to repay the carrying value of the S&L Note. Given the facts and circumstances, the Company recorded an impairment loss of $
A reconciliation of the activity in the S&L Note for the years ended December 31, 2022 and 2021 is as follows (in thousands):
| Principal | Discount | Balance | ||||||||||
| Balance at January 1, 2021 | $ | $ | ( | ) | $ | |||||||
| Principal payments | ( | ) | - | ( | ) | |||||||
| Impairment | - | ( | ) | ( | ) | |||||||
| Balance at December 31, 2021 | $ | $ | ( | ) | $ | |||||||
| Impairment | - | ( | ) | ( | ) | |||||||
| Balance at December 31, 2022 | $ | $ | ( | ) | $ | |||||||
| 5. |
Investments |
The following table details investments by major investment category, at December 31, 2022 (in thousands):
| Cost or Adjusted/ Amortized Costs | Gross Unrealized Gains | Gross Unrealized Losses | Total | |||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | $ | ||||||||||||
| Investment in limited partnership | ||||||||||||||||
| Common stock | ||||||||||||||||
| Total investments | $ | $ | $ | $ | ||||||||||||
The table below summarizes our fixed maturities at December 31, 2022 by contractual maturity periods (dollars in thousands). Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturities of those obligations.
| Cost or Amortized Cost | Percent of Total | Fair Value | Percent of Total | |||||||||||||
| Due in one year or less | $ | % | $ | % | ||||||||||||
| Due after one year through five years | ||||||||||||||||
| Due after five years through ten years | ||||||||||||||||
| Due after ten years | ||||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Fair value measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on our Consolidated Balance Sheets at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:
Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we can access.
Level 2: Assets and liabilities whose values are based on the following:
| a. | Quoted prices for similar assets or liabilities in active markets; |
| b. | Quoted prices for identical or similar assets or liabilities in markets that are not active; or |
| c. | Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. |
Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect our estimates of the assumptions that market participants would use in valuing the assets and liabilities.
We estimate the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets such as the New York Stock Exchange, Nasdaq and NYSE American. For securities for which quoted prices in active markets are unavailable, we use a third-party pricing service that utilizes quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs to estimate the fair value of those securities for which quoted prices are unavailable. Our estimates of fair value reflect the interest rate environment that existed as of the close of business on December 31, 2022. Changes in interest rates subsequent to December 31, 2022 may affect the fair value of our investments.
The fair value of our fixed maturities is initially calculated by a third-party pricing service. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of proprietary models, produce valuation information in the form of a single fair value for individual fixed-income and other securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates and other information, as applicable. Credit and liquidity spreads are typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in the financial services industry and similar to those used by other market participants to value the same financial information. The valuation models take into account, among other things, market observable information as of the measurement date, as described above, as well as the specific attributes of the security being valued, including its term, interest rate, credit rating, industry sector and, where applicable, collateral quality and other issue or issuer specific information. Executing valuation models effectively requires seasoned professional judgment and experience.
All fixed-income securities are classified as held-to-maturity and are reported at amortized cost as of December 31, 2022. The Company performs ongoing impairment evaluations, and we did record any other then temporary impairments during the year ended December 31, 2022.
The following table presents the fair value of our financial instruments measured on a recurring basis by level at December 31, 2022 (in thousands):
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Common stock | $ | $ | $ | $ | ||||||||||||
| Investment in limited partnership | ||||||||||||||||
| Investments, at fair value | ||||||||||||||||
| U.S. government and agency securities, held-to-maturity | ||||||||||||||||
| Total investments | $ | $ | $ | $ | ||||||||||||
The following table presents selected information regarding Level 3 assets and liabilities measured at fair value on a recurring basis during the year ended December 31, 2022:
| Investment in Common | Investment in Limited Partnership | Total | ||||||||||
| Purchases | $ | $ | $ | |||||||||
| Total investments | $ | $ | $ | |||||||||
6. Investment in Affiliate
On March 19, 2019, the Company entered into subscription agreements with HC Realty, pursuant to which it purchased (i)
The Series B Stock is not deemed to be in-substance common stock and is accounted for using the measurement alternative for equity investments with no readily determinable fair value. The Series B Stock will be reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments issued by HC Realty.
The following table summarizes the Company’s investment in HC Realty as of the two years ended December 31, 2022 (dollars in thousands):
| Ownership % | Investment in Affiliate Balance | Loss recorded in the Consolidated Statements of Operations (b) | ||||||||||||||||||||||
| As of December 31, 2022 | As of December 31, 2021 | As of December 31, 2022 | As of December 31, 2021 | For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||||||||||||||
| HC Realty Series B Stock (a) | % | % | $ | $ | $ | $ | ||||||||||||||||||
| HC Realty common stock | % | % | ( | ) | ( | ) | ||||||||||||||||||
| Total | % | % | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| (a) | Represents investments in shares of Series B Stock with a basis of $ |
| (b) | Loss from these investments is included in “Loss from affiliate” in the consolidated statements of operations. Since HC Realty is a real estate investment trust and not a taxable entity, the loss is not reported net of taxes. |
The Company’s investment in HC Realty common stock is accounted for under the equity method of accounting.
7. PPP Loan
On May 7, 2020, prior to the Company’s acquisitionof Omega, Omega entered into a loan agreement with Wells Fargo, N.A. in the aggregate amount of $
The PPP Loan was scheduled to mature five years from the date on which Omega applied for loan forgiveness under the CARES Act, bore interest at a rate of 1% per annum and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The PPP provided that the use of the PPP Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. Omega used all of the PPP Loan proceeds toward qualifying expenses.
On September 16, 2021, Omega received notice from the SBA that the full amount of the PPP Loan was forgiven. The forgiveness of the PPP Loan is included as gain on extinguishment of debt on the Consolidated Statements of Operations.
8. Statutory Reporting
NCTIC's assets, liabilities, and results of operations have been reported in accordance with GAAP, which varies from statutory accounting practices (SAP) prescribed or permitted by insurance regulatory authorities. Prescribed SAP are found in a variety of publications of the National Association of Insurance Commissioners, state laws and regulations, as well as through general practices. Statutory accounting principles differ in some respects from GAAP, and these differences include, but are not limited to, non-admission of certain assets (principally limitations on deferred tax assets, goodwill, capitalized furniture and equipment, investment in subsidiaries and affiliates, real estate, capitalized software, and premiums and other receivables 90 days past due), reporting of bonds at amortized cost, recognition of credit losses against unassigned surplus, deferred income taxes, changes in the fair values of marketable equity securities, amortization of goodwill, deferral of premiums received as statutory premium reserve, supplemental reserve and exclusion of the incurred but not reported claims reserve. The Company must file with applicable state insurance regulatory authorities an “Annual Statement” which reports, among other items, net income or loss and stockholders' equity (called “surplus as regards policyholders” in statutory reporting).
Capital and surplus on a statutory basis was $
9. Reserve for Title Claims
NCTIC’s reserves for unpaid losses and loss adjustment expenses are established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy claims that have been incurred but not yet reported . Despite the variability of such estimates, management believes that the total reserve for claims is adequate to cover claim losses which might result from pending and future claims under title insurance policies issued through December 31, 2022. We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate.
A reconciliation of the activity in the reserves account for the years ended December 31, 2022 and 2021 is as follows (in thousands):
| For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||
| Beginning Reserves | $ | $ | ||||||
| Provision for claims related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total provision for claim losses | ||||||||
| Claims paid related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total title claims paid | ||||||||
| Ending Reserves | $ | $ | ||||||
At December 31, 2022, there were
For the year ended December 31, 2022, there was no development of the net provision for claims attributable to insured events of the prior year as a result of estimation of the reserve for claims. Original estimates are decreased or increased as additional information becomes known regarding individual claims.
A summary of the Company’s loss reserves at December 31, 2022 and 2021 is as follows (in thousands):
| As of December 31, 2022 | As of December 31, 2021 | |||||||
| Known title claims | $ | $ | ||||||
| IBNR title claims | ||||||||
| Total title claims | ||||||||
| Non-title claims | ||||||||
| Total title claims reserves | $ | $ | ||||||
10. Reinsurance
Reinsurance obtained from other insurance companies
Certain premiums and benefits at NCTIC are ceded to other insurance companies under various reinsurance agreements. The reinsurance agreements provide NCTIC with increased capacity to write more risk and maintain its exposure to loss within its capital resources. For the years ended December 31, 2022 and 2021, NCTIC's reinsurance program consisted of excess of loss reinsurance treaties. The following is a summary of the reinsurance coverage.
Effective January 1, 2022, NCTIC entered into a per risk excess of loss reinsurance agreement that provided coverage of $
Effective January 1, 2022, NCTIC entered into a reinstatement premium protection reinsurance agreement to reinsure the reinstatement premium payment obligations of NCTIC under the shared per risk excess of loss agreement. The coverage was limited to
NCTIC’s reinsured risks are treated, to the extent of reinsurance, as though they are risks for which the Company is not liable. However, NCTIC remains contingently liable in the event the reinsuring companies do not meet their obligations under these reinsurance contracts. NCTIC uses a broker to place its reinsurance through Lloyd’s syndicates. Chaucer Ltd (“Chaucer”) and Beazley Syndicate (“Beazley”) are each
The effects of reinsurance on premiums written and earned at NCTIC are as follows (in thousands):
| For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||
| Direct title premiums | $ | $ | ||||||
| Ceded title premiums | ( | ) | ( | ) | ||||
| Net title premiums | $ | $ | ||||||
Reinsurance provided to other insurance companies
Effective July 1, 2022, the Company formed White Rock USA Protected Cell 47 (the “Protected Cell”). The Protected Cell entered into an Excess Catastrophe Reinsurance Contract (the “Reinsurance Contract”) with Maison Insurance Company (“Maison”) effective July 1, 2022 to provide Maison catastrophic windstorm reinsurance protection on approximately
The following is a reconciliation of total reinsurance premiums written to reinsurance premiums earned for the years ended December 31, 2022 and 2021 (amounts in thousands):
| For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||
| Reinsurance premiums written | $ | $ | ||||||
| Increase in unearned premium reserves | ( | ) | ||||||
| Reinsurance premiums earned | $ | $ | ||||||
11. Income Taxes
The provision for income tax (benefit) expense consists of (in thousands):
| For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ( | ) | ||||
| State | ||||||||
| Total current | ( | ) | ||||||
| Deferred: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Total deferred | ||||||||
| Income tax (benefit) expense from continuing operations | $ | $ | ( | ) | ||||
A reconciliation of the difference between the federal statutory income tax rate and the effective income tax rate follows:
| For the Year Ended December 31, 2022 | For the Year Ended December 31, 2021 | |||||||
| Federal statutory rate | % | % | ||||||
| State tax, net of federal benefit | ||||||||
| Deferred correction – State net operating losses | ( | ) | ||||||
| FASB Interpretation No. 48 unrecognized tax benefits | ( | ) | ||||||
| State tax credits true-up | ( | ) | ||||||
| Permanent differences | ( | ) | ||||||
| Valuation allowance decrease | ( | ) | ( | ) | ||||
| Other, net | ( | ) | ||||||
| Effective income tax rate | % | ( | )% | |||||
The income tax effects of temporary differences that comprise deferred tax assets and liabilities at December 31 follow (in thousands):
| At December 31, 2022 | At December 31, 2021 | |||||||
| Noncurrent deferred tax assets: | ||||||||
| Equity method investment | $ | $ | ||||||
| Goodwill | ||||||||
| Right of use, asset | ||||||||
| Other accrued expenses | ||||||||
| Notes receivable fair value adjustment | ||||||||
| Employee benefits | ||||||||
| Capital loss carryforward | ||||||||
| Bad debt expense | ||||||||
| Net operating loss | ||||||||
| Gross non-current deferred tax assets | ||||||||
| Noncurrent deferred tax liabilities: | ||||||||
| Property, tax, and equipment | $ | ( | ) | $ | ( | ) | ||
| Non-taxable dividends | ( | ) | ( | ) | ||||
| Right of use, liability | ( | ) | ||||||
| Gain on remeasurement of acquisition | ( | ) | ( | ) | ||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Gross non-current deferred tax liabilities | ( | ) | ( | ) | ||||
| Net noncurrent deferred tax assets | $ | $ | ||||||
We have U.S. federal net operating loss carryforwards of approximately $
During 2022, we recorded a non-cash credit to our valuation allowance of approximately $
The unrecognized tax benefits activity for the years ended December 31, 2022 and 2021 follows (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Unrecognized tax benefits balance at January 1 | $ | $ | ||||||
| Gross decrease in tax positions of prior years | ( | ) | ||||||
| Unrecognized tax benefits balance at December 31 | $ | $ | ||||||
Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $
12. Stockholders’ Equity
In addition to common stock, authorized capital includes
Basic and diluted earnings per share are calculated using the following share data (in thousands):
| As of the Year Ended December 31, 2022 | As of the Year Ended December 31, 2021 | |||||||
| Weighted average shares outstanding for basic calculation | ||||||||
| Dilutive effect of restricted stock | ||||||||
| Weighted average shares outstanding for diluted calculation | ||||||||
For the years ended December 31, 2022 and 2021 approximately
In the fourth quarter of 2016, the Board adopted a Rights Agreement designed to protect the Company’s substantial net operating loss carryforwards. Under the Rights Agreement, company stockholders of record as of December 15, 2016 received one preferred share purchase right for each share of common stock they owned on such date. If a person or group acquires beneficial ownership of
The Company entered into Amendment No. 1, dated January 30, 2017, to the Rights Agreement. This amendment amends the definition of Acquiring Person in the Rights Agreement to exclude any member of the “Hale Group” (Hale Partnership Fund, LP and certain affiliates that are parties to the agreement (the “Hale Agreement”) dated January 30, 2017 with the Company), provided that any purchases made by members of the Hale Group after December 5, 2016 are made in compliance with Section 1(h) of the Hale Agreement. The Company entered into Amendment No 2, dated December 5, 2019, to the Rights Agreement. This amendment amends the definition of “Expiration Time” to provide that, unless otherwise expiring under the terms of the existing definition, the Rights Agreement will expire (i) at the close of business on the day after the Company’s 2020 annual meeting of stockholders unless the Company’s stockholders approve the amendment to the definition of “Expiration Time” in this amendment or (ii) the close of business on December 5, 2022 (unless the Company’s net operating losses (“NOLs”) are utilized prior to that date). At the Company’s 2020 annual meeting of stockholders, the Company’s stockholders approved the amendment to the definition of “Expiration Time” under Amendment No. 2.
If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase Company common stock at a 50% discount. Rights held by the person or group triggering the rights will become void and will not be exercisable. The rights have a de minimis fair value and trade with the Company’s common stock. The Board may amend the Rights Agreement in any way or redeem the rights at any time unless and until the rights are triggered.
The Rights Agreement includes a procedure for the Board to consider requests to exempt a particular transaction from triggering the exercisability of the rights under the Rights Agreement if the transaction (i) does not (x) create a significant risk of the Company’s NOLs being impaired or (y) constitute a default under the change-in-control covenant included in the Company’s credit facility or (ii) is otherwise in the best interests of the Company.
On the close of business on July 15, 2021, the Company effectuated a 1-for-
On August 5, 2022, the Board authorized the repurchase of up to $
During the year ended December 31, 2022, the Company repurchased
13. Stock Based Compensation
The Company’s 2012 Incentive Compensation Plan provided for the grant incentive awards of performance grants, performance shares, stock options, restricted stock, restricted stock units, and stock appreciation rights to employees and certain service providers. Under this plan, the aggregate number of common shares that were authorized to be issued through awards of any form was
Restricted Stock
The restricted stock awards are accounted for as “non-vested equity shares” until the awards vest or are forfeited. In general, restricted stock awards for employees are time vested or performance vested and for non-employee directors vest at the end of their current term on the Board. The fair value of each share of restricted stock is the market price of our stock on the grant date. The fair value of each time vested award is amortized into compensation expense on a straight-line basis between the award date and the vesting date. Performance based awards are amortized into stock compensation expense based on the probability of meeting the performance criteria. In 2022,
The following table summarizes information about restricted stock awards for the two years ended December 31, 2022:
| Number | Weighted-Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2021 | $ | |||||||
| Vested | - | |||||||
| Granted | - | |||||||
| Effect of reserve stock split | ( | ) | - | |||||
| Outstanding at December 31, 2021 | $ | |||||||
| Vested | ( | ) | ( | ) | ||||
| Granted | - | - | ||||||
| Cancelled/Forfeited/Expired | - | - | ||||||
| Effect of reverse stock split | - | |||||||
| Outstanding at December 31, 2022 | $ | |||||||
As of December 31, 2022, there was
14. Leases
Right-of-use assets and lease liabilities related to operating leases under ASC Topic 842 are recorded when the Company and its subsidiaries are party to a contract, which conveys the right for it to control an asset for a specified period of time. Substantially all of our operating lease arrangements relate to rented office space and real estate for our title operations. We generally are not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities under ASC Topic 842 are recorded as Lease assets and Lease liabilities, respectively, on the Consolidated Balance Sheets.
Our operating leases range in term from to years. As of December 31, 2022, the weighted-average remaining lease term of our operating leases was
Our lease agreements do not contain material variable lease payments, buyout options, residual value guarantees or restrictive covenants.
Most of our leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We do not include options to renew in our measurement of lease assets and lease liabilities as they are not considered reasonably assured of exercise.
The lease liability is determined by discounting future lease payments using a discount rate based on our incremental borrowing rate for similar collateralized borrowing. The discount rate is calculated using estimates of capitalization rates and borrowing rates. As of December 31, 2022 the weighted-average discount rate used to determine our operating lease liability was
Lease expense included in general and administrative expense on the Consolidated Statements of Operations was $
Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2022 are as follows (in thousands):
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total lease payments, undiscounted | $ | |||
| Less: present value discount | ||||
| Lease liabilities, at present value | $ |
15. Commitments and Contingencies
The Company is involved in several legal proceedings. In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company with respect to these legal proceedings, will not, in the aggregate, be material to the Company’s consolidated financial condition or operations. For further information on the legal proceedings, see Part I, Item 3 Legal Proceedings in this Annual Report on Form 10-K.
We currently have letters of credit to cover estimated exposures, most notably with workman’s compensation claims. This agreement requires us to maintain a compensating balance with the issuer for the amounts outstanding. We currently have letters of credit outstanding in the amount of $
The Company and its subsidiaries are parties to claims and lawsuits related to the normal course of business operations. When the Company determines that a loss is both probable and reasonably estimable, a liability representing the best estimate of the Company’s financial exposure is recorded. Actual losses may materially differ from the Company’s estimates. With respect to our title insurance operations, this customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. See Note 9 Reserve for Title Claims, for further information. None of these claims and lawsuits, in management’s opinion, will have a material adverse effect on our Consolidated Financial Statements.
In conducting our title insurance operations, our title insurance subsidiaries routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts. These balances amounted to $
16. Goodwill and Intangible Assets
Goodwill
As of December 31, 2022, the Company recognized $
Intangible Assets
The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Consolidated Balance Sheets (in thousands):
| As of December 31, 2022 | As of December 31, 2021 | |||||||
| Intangible assets subject to amortization | $ | $ | ||||||
| Total | $ | $ | ||||||
Intangible assets subject to amortization consisted of the following as of December 31, 2022 (dollars in thousands):
| Weighted- average remaining amortization period (in years) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||
| Noncompetition agreement | $ | $ | ( | ) | $ | |||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
Amortization expense of our intangible assets was $
Estimated amortization expense of our intangible assets to be recognized by the Company for the next five years is as follows (in thousands):
| Year ending December 31, | Estimated Amortization Expense | |||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total | $ | |||
17. Segment Information
The Company has reportable segments, title insurance services, reinsurance, management services, and real estate. The remaining immaterial segments have been combined into a group called “Corporate and Other.” The title insurance segment issues title insurance policies, which insures titles to real estate, and provides title agency services for residential and commercial real estate transactions. The real estate segment, through an affiliate investment in HC Realty, an internally-managed real estate investment trust focused on acquiring, developing, financing, owning and managing build-to-suit or renovate-to-suit, single-tenant properties leased primarily to the U.S. government and administered by the U.S. General Services Administration or directly by the federal government agencies or sub-agencies occupying such properties.
Provided below is selected financial information about the Company’s operations by segment for the year ended December 31, 2022 (in thousands):
| Title Insurance | Real Estate Related | Reinsurance Related | Management Services Related | Corporate and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other income and expenses | ( | ) | ( | ) | ||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Provided below is selected financial information about the Company’s operations by segment for the year ended December 31, 2021 (in thousands):
| Title Insurance | Real Estate Related | Reinsurance Related | Management Services Related | Corporate and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Other income and expenses | ( | ) | ||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
18. Revenue from Contracts with Customers
ASC Topic 606, Revenue from Contracts with Customers requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts; and therefore is primarily applicable to the following Company revenue categories.
Escrow and other title-related fees – The Company’s title insurance segment recognizes commission revenue and fees related to items such as searches, settlements, commitments and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete.
Non-title services – All non-title service fees, such as management fees, are recognized as revenue as performance obligations are completed.
19. Uncertainties
Despite the widespread availability of vaccines, COVID-19 (including its variant strains) continues to impact U.S. states where the Company conducts business. The COVID-19 pandemic has negatively impacted worldwide economic activity and created significant volatility and disruptions of financial markets. In response, the U.S. government and its agencies have taken a number of significant measures to provide fiscal and monetary stimulus. Such actions have included an unscheduled cut to the federal funds rate, the introduction of new programs to preserve market liquidity, extended unemployment and sick leave benefits, mortgage loan forbearance actions, low-interest loans for working capital access and payroll assistance, and other relief measures for both workers and businesses. Many such actions have lapsed or otherwise been reduced as time has passed since the onset of the pandemic. The Company and its subsidiaries have remained fully operational throughout the pandemic and did not have any reductions in workforce during 2022.
The COVID-19 pandemic caused the Company to modify its business practices (including employee travel, employee work locations and cancellation of physical participation in meetings, events and conferences). The COVID-19 pandemic and any of its variants could continue to affect the Company in a number of ways including, but not limited to, the impact on employees becoming ill, quarantined, or otherwise unable to work or travel due to illness or governmental restriction, potential decreases in net premiums written in the future, and future fluctuations in the Company's investment portfolio due to the pandemic and the economic disruption it is causing. Because of the inherent uncertainty regarding the duration and severity of the COVID-19 pandemic (including any of its variants) and its effects on the economy, as well as uncertainty regarding the effects of government measures already taken, and which may be taken or continued in the future, to combat the spread of the virus and any of its variants, and/or provide additional economic stimulus, the Company is currently unable to predict the ultimate impact of the pandemic on the Company’s title insurance operations.
The demand for the Company’s title insurance services is dependent primarily on the volume of residential and commercial real estate transactions. The volume of these transactions historically has been influenced by such factors as mortgage interest rates, inventory, affordability, availability of financing and the overall state of the economy. The Federal Reserve raised the federal funds rate a total of seven times throughout 2022, resulting in a range from 4.25% to 4.50% as of December 31, 2022. It is expected that the Federal Reserve may continue to increase the federal funds rate during 2023 to, among other things, control inflation. Should the Federal Reserve continue to raise rates in the future, this will likely result in further increases in market interest rates. Typically, when interest rates are increasing or when the economy is experiencing a downturn, real estate activity declines. As a result, the title insurance industry tends to experience decreased revenues and earnings, and potentially increased title claims experience.
A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation and disrupted labor markets created some volatility in the residential real estate market in 2021 and 2022, which has continued into 2023. Additionally, geopolitical uncertainties associated with the war in Ukraine have created additional volatility in the global economy beginning in 2022. At this time, the Company is unable to predict the ultimate impact of such disruptions and geopolitical uncertainties.
The Company continues to evaluate the impact of these uncertainties on its operational and financial performance, specifically the impact on S&L, HC Realty, and NCTIC and Omega’s operations. Since the third quarter of 2021, the Company did not receive its contractual payments on the S&L Note largely as a result of the impacts that the COVID-19 pandemic had to S&L’s operations and its customers. Management used these facts in its analysis of the impairment of the S&L Note during the year ended December 31, 2022.
As of December 31, 2022, the Company has not experienced any adverse impacts to the payment of HC Realty’s common stock and Series B Stock dividends.
Reinsurance Earned Premium Contingency
The Company entered into a catastrophe reinsurance treaty as disclosed in Note 10. During the contract period, the counterparty to the treaty was ordered into liquidation by the State of Domicile. While there is uncertainty related to the ultimate amount of premium earned from this treaty, the Company is in discussion with the liquidation trustee regarding a commutation agreement which will provide clarity to the ultimate amount of reinsurance premiums earned. The Company anticipates receiving the trustee approval and execution of the commutation agreement after the filing of the accompanying financial statements; therefore, the Company has recorded a reserve related to this contingency as of December 31, 2022. If the Company does not ultimately receive the commutation agreement from the liquidation trustee, there could be a material impact on the earned premium, net income and liquidity position of the Company as of December 31, 2022
20. Subsequent Events
Fednat Underwriters, Inc. Bankruptcy & Related Proof of Claim
On January 26, 2023, the United States Bankruptcy Court for the Southern District of Florida, Ft. Lauderdale Division, entered an order (the “Order”) granting a motion from the debtors (including FNU, as defined below) pursuant to Section 365(a) of the Bankruptcy Code authorizing such debtors to reject that certain Management Advisory Services Agreement dated and effective as of July 1, 2022 (the “Advisory Services Agreement”) between HGMA and FedNat Underwriters, Inc. (“FNU”). Based on the Order, the Advisory Services Agreement is deemed rejected as of December 12, 2022.
As disclosed in a Current Report on Form 8-K filed with the SEC on December 12, 2022, on December 11, 2022, FedNat Holding Company (“FedNat”) and certain of its wholly owned subsidiaries, including FNU, filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Florida in order to maximize value for all stakeholders. As part of the Chapter 11 process, FedNat will evaluate all strategic alternatives to maximize value for stakeholders, whether that be a reorganization of its business or a sale of its assets.
Effective with the rejection of the Advisory Services Agreement, the Company will no longer earn compensation for the remaining duration of the agreement. On February 21, 2023, the Company filed a proof of claim for $
S&L Note Default
As disclosed in Note 4 of the accompanying consolidated financial statements, the S&L Note matured on March 2, 2023. S&L has informed the Company that it will not be able to pay the Company any amounts outstanding including principal or interest due, upon maturity. As December 31, 2022, the Company has fully impaired the note balance and any future recoveries, if any, will be recognized as Other Income when the recoveries are recognized.
Exhibit 21.1
Subsidiaries
The following is a list of subsidiaries of HG Holdings, Inc. as of December 31, 2022:
|
Name of Subsidiary |
State Organized |
|
|
National Consumer Title Insurance Company |
Florida |
|
|
HG Managing Agency, LLC |
North Carolina |
|
|
National Consumer Title Group, LLC |
Florida |
|
|
Title Agency Ventures, LLC |
Florida |
|
|
Omega National Title Agency, LLC |
Florida |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
HG Holdings, Inc.
Charlotte, North Carolina
We hereby consent to the incorporation by reference in the Registration Statements of HG Holdings, Inc. (the “Company”) on Form S-8 (No. 333-182777) and Form S-1 (No. 333-235539) of our report dated March 30, 2023, relating to the consolidated financial statements as of December 31, 2022 and 2021 and for each of the two-year periods ended December 31, 2022, which appears in the Company’s annual report on Form 10-K.
/s/Cherry Bekaert, LLP
Richmond, Virginia
March 30, 2023
Exhibit 31.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven A. Hale II, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of HG Holdings, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: March 30, 2023 |
/s/ Steven A. Hale II |
|
|
Steven A. Hale II |
||
|
Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Justin H. Edenfield, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of HG Holdings, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: March 30, 2023 |
/s/ Justin H. Edenfield |
|
|
Justin H. Edenfield |
||
|
Principal Financial and Accounting Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the HG Holdings, Inc. (the “Company”) Annual Report on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven A. Hale II, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(1). |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2). |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Date: March 30, 2023 |
/s/ Steven A. Hale II |
|
|
Steven A. Hale II |
||
|
Chairman and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the HG Holdings, Inc. (the “Company”) Annual Report on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Justin H. Edenfield, Principal Financial and Accounting Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(1). |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2). |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Date: March 30, 2023 |
/s/ Justin H. Edenfield |
|
|
Justin H. Edenfield |
||
|
Principal Financial and Accounting Officer |